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                                                                    Exhibit 4.3a

                                    INDENTURE

                                      Among

                             Paine Webber Group Inc.



                                       and

                            The Chase Manhattan Bank,
                                   as Trustee

                          Dated as of December 9, 1996



                         Junior Subordinated Debentures
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                               TABLE OF CONTENTS(1)



                                                                       Page

PARTIES.............................................................    1
RECITALS

                        Purpose of Indenture........................    1

                        Compliance with legal
                        requirements................................    1

                        Purpose of and consideration
                        for Indenture...............................    1

                             ARTICLE I

                            DEFINITIONS

SECTION 1.01        Certain terms defined in the Trust
                    Indenture Act of 1939, as
                    amended, or by reference therein
                    in the Securities Act of 1933,
                    as amended, to have the meanings
                    assigned therein................................    2

                    Authenticating Agent............................    2

                    Board of Directors..............................    2

                    Board Resolution................................    2

                    Business Day....................................    3

                    Certificate.....................................    3

                    Common Securities...............................    3

                    Company.........................................    3

                    Corporate Trust Office..........................    3

                    Declaration of Trust............................    3

                    Debenture or Debentures.........................    3

                    Debentureholder.................................    3

                    Default.........................................    4

                    Depositary......................................    4

                    Event of Default................................    4

                    Global Debenture................................    4

                    Governmental Obligations........................    4

                    Guarantee.......................................    5

                    Indenture.......................................    5

                    Interest Payment Date...........................    5

--------

     (1) This Table of Contents does not constitute part of the Indenture and
should not have any bearing upon the interpretation of any of its terms or
provisions.

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                    Officers' Certificate...........................    5

                    Opinion of Counsel..............................    5

                    Outstanding.....................................    5

                    Person..........................................    6

                    Predecessor Debenture...........................    6

                    Preferred Securities............................    6

                    Property Trustee................................    6

                    PWG Capital Trust...............................    6

                    Responsible Officer.............................    6

                    Security Exchange...............................    7

                    Senior Indebtedness.............................    7

                    Subsidiary......................................    8

                    Trustee.........................................    8

                    Trust Indenture Act.............................    8

                                   ARTICLE II

                      ISSUE, DESCRIPTION, TERMS, EXECUTION
                     REGISTRATION AND EXCHANGE OF DEBENTURES


SECTION 2.01        Designation, terms, amount,
                    authentication and delivery of
                    Debentures......................................    9

SECTION 2.02        Form of Debentures and Trustee's
                    certificate.....................................   11

SECTION 2.03        Date and denominations of
                    Debentures and provisions for
                    payment of principal, premium and
                    interest........................................   11

SECTION 2.04        Execution of Debentures.........................   13

SECTION 2.05        Exchange of Debentures..........................   15

                    (a) Registration and transfer of
                        Debentures..................................   15

                    (b) Debentures to be accompanied
                        by proper instruments of
                        transfer....................................   15

                    (c) Charges upon exchange,
                        transfer or regulations of
                        Debenture...................................   16

                    (d) Restrictions on transfer or
                        exchange at time of redemption..............   16

SECTION 2.06        Temporary Debentures............................   16


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SECTION 2.07        Mutilated, destroyed, lost or
                    stolen Debentures...............................    17

SECTION 2.08        Cancellation of surrendered
                    Debentures......................................    18

SECTION 2.09        Provisions of Indenture and
                    Debentures for sole benefit of
                    parties and Debentureholders....................    18

SECTION 2.10        Appointment of Authenticating Agent.............    18

SECTION 2.11        Global Debenture................................    19

                    (a) Authentication and Delivery;
                        Legend......................................    19

                    (b) Transfer of Global Debenture................    20

                    (c) Issuance of Debentures in
                        definitive form.............................    20

                    (d) ............................................    21

SECTION 2.12        CUSIP Numbers...................................    21

                                   ARTICLE III

              REDEMPTION OF DEBENTURES AND SINKING FUND PROVISIONS

SECTION 3.01        Redemption of Debentures........................    21

SECTION 3.02        (a) Notice of redemption........................    21

                    (b) Selection of Debentures in
                        case less than all Debentures
                        to be redeemed..............................    22

SECTION 3.03        (a) When Debentures called for
                        redemption become due and
                        payable.....................................    23

                    (b) Receipt of new Debenture upon
                        partial payment.............................    24

SECTION 3.04        Sinking Fund for Debentures.....................    24

SECTION 3.05        Satisfaction of Sinking Fund
                    Payments with Debentures........................    24

SECTION 3.06        Redemption of Debentures for
                    Sinking Fund....................................    25


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                                   ARTICLE IV

                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01        Payment of principal of (and
                    premium, if any) and interest on
                    Debentures......................................    25

SECTION 4.02        Maintenance of office or agency for
                    payment of Debentures, designation
                    of office or agency for payment,
                    registration, transfer and exchange
                    of Debentures...................................    26

SECTION 4.03        (a) Duties of payment agent.....................    26

                    (b) Company as payment agent....................    27

                    (c) Holding sums of trust.......................    27

SECTION 4.04        Appointment to fill vacancy in
                    office of Trustee...............................    27

                                    ARTICLE V

                DEBENTUREHOLDERS LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

SECTION 5.01        Company to furnish Trustee
                    information as to names and
                    addresses of Debentureholders...................    28

SECTION 5.02        Trustee's treatment of Debenture
                    holders list:
                    (a) Trustee to preserve
                        information as to names and
                        addresses of Debentureholders
                        received by it in capacity of
                        payment agent...............................    28

                    (b) Trustee may destroy list of
                        Debentureholders on certain
                        conditions..................................    28


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                    (c) Trustee to make information as
                        to names and addresses of
                        Debentureholders available to
                        "applicants" or mail
                        communications to
                        Debentureholders in certain
                        circumstances...............................    28

                    (d) Procedure if Trustee elects
                        not to make information
                        available to applicants.....................    29

                    (e) Company and Trustee not
                        accountable for disclosure of
                        information.................................    30

SECTION 5.03        Reports filed by Company:
                    (a) Annual and other reports to be
                        filed by Company with
                        Trustee.....................................    30

                    (b) Additional information and
                        reports to be filed with
                        Trustee and Securities and
                        Exchange Commission.........................    30

                    (c) Summaries of information
                        and reports to be
                        transmitted by Company to
                        Debentureholders............................    31

                    (d) Annual Certificate to be
                        furnished to Trustee........................    31

SECTION 5.04        Reports transmitted by Trustee:
                    (a) Trustee to transmit
                        annual report to
                        Debentureholders............................    31

                    (b) Trustee to transmit certain
                        further reports to
                        Debentureholders............................    32

                    (c) Copies of reports to be filed
                        with stock exchanges and
                        Securities and Exchange
                        Commission..................................    33

                                   ARTICLE VI

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT


                                        v
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SECTION 6.01        (a) Events of Default defined...................    33

                    (b) Acceleration of maturity upon
                        Event of Default............................    35

                    (c) Waiver of default and
                        rescission of declaration of
                        maturity....................................    35

                    (d) Restoration of former position
                        and rights upon curing default..............    36

                    (e) Certain rights of holders of
                        Preferred Securities........................    36

SECTION 6.02        (a) Covenant of Company to pay to
                        Trustee whole amount due on
                        Debentures on Default in
                        payment of interest or
                        principal (and premiums, if
                        any)........................................    37

                    (b) Trustee may recover judgment
                        for whole amount due on
                        Debentures on failure of
                        Company to pay..............................    37

                    (c) Filing of proof of claim by
                        Trustee in bankruptcy,
                        reorganization or receivership
                        proceeding..................................    37

                    (d) Rights of action and of
                        asserting claims may be
                        enforced by Trustee without
                        possession of Debentures....................    38

SECTION 6.03        Application of moneys collected by
                    Trustee.........................................    39

SECTION 6.04        Limitation on suits by holders of
                    Debentures......................................    39

SECTION 6.05        (a) Remedies cumulative.........................    40

                    (b) Delay or omission in exercise
                        of rights not waiver of
                        default.....................................    41

SECTION 6.06        Rights of holders of majority in
                    principal amount of Debentures to
                    direct Trustee and to waive
                    defaults........................................    41

SECTION 6.07        Trustee to give notice of defaults
                    known to it, but may withhold in
                    certain circumstances...........................    42


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SECTION 6.08        Requirements of an undertaking to
                    pay costs in certain suits under
                    Indenture or against Trustee....................    43

                                   ARTICLE VII

                             CONCERNING THE TRUSTEE

SECTION 7.01        Trustee conduct:
                    (a) Upon event of Default occurring and
                        continuing, Trustee shall exercise
                        powers vested in it, and use same
                        degree of care and skill in their
                        exercise, as prudent individual
                        would use...................................    44

                    (b) Trustee not relieved from
                        liability for negligence or
                        willful misconduct except as
                        provided in this section....................    44

                       (1)   Prior to Event of Default
                             and after the curing of all
                             Events of Default which may
                             have occurred..........................    44

                       (i)   Trustee not liable except
                             for performance of duties
                             specifically set forth.................    44

                      (ii)   In absence of bad faith,
                             Trustee may conclusively rely
                             on certificates or opinions
                             furnished it hereunder, subject
                             to duty to examine the same if
                             specifically required to be
                             furnished to it........................    44

                      (2)    Trustee not liable for
                             error..................................    45

                      (3)    Trustee not liable for
                             actions taken at the
                             direction of holders...................    45


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                      (4)    Trustee not required to
                             expend funds in certain
                             circumstances without
                             indemnity..............................    45

                      (5)    Liability provisions are
                             subject to Article VII.................    45

SECTION 7.02        Subject to provisions of
                    Section 7.01:
                    (a) Trustee may rely on documents
                        believed genuine and properly
                        signed or presented.........................    46

                    (b) Sufficient evidence by
                        certain instruments
                        provided for................................    46

                    (c) Trustee may rely on Officer's
                        Certificate.................................    46

                    (d) Trustee may consult with
                        counsel and act on advice or
                        Opinion of Counsel..........................    46

                    (e) Trustee may require indemnity
                        from Debentureholders.......................    46

                    (f) Trustee not liable for actions
                        in good faith believed to be
                        authorized..................................    46

                    (g) Trustee not bound to
                        investigate facts or matters
                        stated in certificates, etc.,
                        unless requested in writing by
                        Debentureholders............................    46

                    (h) Trustee may act through agents..............    46

SECTION 7.03        (a) Trustee not liable for
                        recitals in Indenture or in
                        Debenture...................................    47

                    (b) No representations by Trustee
                        as to validity of Indenture or
                        of Debentures...............................    48

                    (c) Trustee not accountable
                        for use of Debentures or
                        proceeds....................................    48

SECTION 7.04        Trustee, paying agent or
                    Debenture Registrar may own
                    Debentures......................................    48


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SECTION 7.05        Moneys received by Trustee
                    to be held in trust without
                    interest........................................    48

SECTION 7.06        (a) Trustee entitled to
                        compensation, reimbursement
                        and indemnity...............................    48

                    (b) Obligations to Trustee to be
                        secured by lien prior to
                        Debentures..................................    49

                    (c) Trustee's expenses in
                        connection with bankruptcy are
                        expenses of administration..................    49

                    (d) Company's obligations under
                        7.06 survive................................    49

SECTION 7.07        Right of Trustee to rely on
                    certificate of officers of Company
                    where other evidence specifically
                    prescribed......................................    49

SECTION 7.08        (a) Trustee acquiring conflicting
                        interest to eliminate conflict
                        or resign...................................    49

                    (b) Notice to Debentureholders in
                        case of failure to comply with
                        subsection (a)..............................    50

                    (c) Trustee resignation not
                        required under certain
                        circumstances...............................    50

SECTION 7.09        Requirements for eligibility of
                    Trustee.........................................    50

SECTION 7.10        (a) Resignation of Trustee
                        and appointment of
                        successor...................................    51

                    (b) Removal of Trustee by
                        Company or by court on
                        Debentureholders'
                        application.................................    51

                    (c) Removal of Trustee by holders
                        of majority in principal
                        amount of Debentures........................    52

                    (d) Time when resignation
                        or removal of Trustee
                        effective...................................    52

                    (e) One Trustee for each
                        series .....................................    53


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SECTION 7.11        (a) Acceptance by successor to
                        Trustee.....................................    53

                    (b) Trustee with respect to less
                        than all series.............................    53

                    (c) Company to confirm Trustee's
                        rights......................................    54

                    (d) Successor Trustee to be
                        qualified...................................    54

                    (e) Notice of succession........................    54

SECTION 7.12        Successor to Trustee by merger,
                    consolidation or succession to
                    business........................................    55

SECTION 7.13        (a) Limitations on rights of
                        Trustee as a creditor to
                        obtain payment of certain
                        claims within four months
                        prior to default or during
                        default, or to realize on
                        property as such creditor
                        thereafter..................................    55

                    (b) Certain creditor relationships
                        excluded....................................    58

                    (c) Definition of certain terms.................    59

                                  ARTICLE VIII

                         CONCERNING THE DEBENTUREHOLDERS

SECTION 8.01        Evidence of action by
                    Debentureholders................................    60

SECTION 8.02        Proof of execution of
                    instruments and of holding
                    of Debentures...................................    61

SECTION 8.03        Who may de deemed owners of
                    Debentures......................................    61

SECTION 8.04        Debentures owned by Company or
                    controlled or controlling
                    companies disregarded for
                    certain purposes ...............................    62

SECTION 8.05        Instruments executed by
                    Debentureholders bind future
                    holders.........................................    62


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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.01        Purposes for which supplemental
                    indenture may be entered into
                    without consent of Debentureholders.............    63

SECTION 9.02        Modification of Indenture with
                    consent of Debentureholders.....................    64

SECTION 9.03        Effect of supplemental indentures...............    66

SECTION 9.04        Debentures may bear notation
                    of changes by supplemental
                    indentures......................................    66

SECTION 9.05        Opinion of Counsel..............................    67

                                    ARTICLE X

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 10.01       Company May Consolidate, Etc. Only
                    on Certain Terms................................    67

SECTION 10.02       Successor Corporation Substituted...............    68

                                   ARTICLE XI

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

SECTION 11.01       Satisfaction and discharge of
                    Indenture.......................................    68

SECTION 11.02       Application by Trustee of Funds
                    Deposited for Payments of
                    Debentures......................................    71

SECTION 11.03       Application by Trustee of funds
                    deposited for payment of Debentures.............    72


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SECTION 11.04       Repayment of moneys held by paying
                    agent...........................................    72

SECTION 11.05       Repayment of moneys held by Trustee ............    72

                                   ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01       Incorporators, stockholders,
                    officers and directors of
                    Company exempt from individual
                    liability.......................................    73

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

SECTION 13.01       Successors and assigns of Company
                    bound by Indenture..............................    73

SECTION 13.02       Acts of board, committee or officer
                    of successor company valid......................    74

SECTION 13.03       Surrender of powers of Company..................    74

SECTION 13.04       Required notices or demands may be
                    served by mail..................................    74

SECTION 13.05       Indenture and Debentures to be
                    construed in accordance with laws
                    of the State of New York........................    74

SECTION 13.06       (a) Officers' Certificate and
                        Opinion of Counsel to be
                        furnished upon applications or
                        demands by Company..........................    74

                    (b) Statements to be included
                        in each certificate or
                        opinion with respect to
                        compliance with condition or
                        covenant....................................    74

SECTION 13.07       Payments due on Sundays or holidays ............    75


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SECTION 13.08       Provisions required by
                    Trust Indenture Act of 1939 to
                    control.........................................    75

SECTION 13.10       Separability of indenture
                    provisions......................................    75

SECTION 13.11       Assignment by Company to subsidiary ............    76

SECTION 13.12       Holders of Preferred Securities as
                    third party beneficiaries of this
                    Indenture; holders of Preferred
                    Securities may institute legal
                    proceedings against the Company in
                    certain cases...................................    76

                                   ARTICLE XIV

                           SUBORDINATION OF DEBENTURES

SECTION 14.01       Agreement to Subordinate........................    76

SECTION 14.02       Payment Over of Proceeds Upon
                    Dissolution, etc................................    77

SECTION 14.03       Trustee to Effectuate Subordination.............    80

SECTION 14.04       Trustee Not Charged with Knowledge
                    of Prohibition..................................    80

SECTION 14.05       Rights of Trustee as Holder of
                    Senior Indebtedness.............................    81

SECTION 14.06       Trustee Not Fiduciary for Holders
                    of Senior Indebtedness..........................    81

SECTION 14.07       Article Applicable to Paying Agents.............    81

ACCEPTANCE OF TRUST BY TRUSTEE......................................    82

SIGNATURES AND SEALS................................................    83

ACKNOWLEDGMENTS.....................................................    83


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                                    INDENTURE dated as of December 9, 1996,
                           between Paine Webber Group Inc., a corporation duly
                           organized and existing under the laws of the State of
                           Delaware (hereinafter sometimes referred to as the
                           "Company"), and The Chase Manhattan Bank, a New York
                           banking corporation, as Trustee (hereinafter
                           sometimes referred to as the "Trustee").

                  WHEREAS, for its lawful corporate purposes, the Company has
fully authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured debentures (hereinafter referred to as the "Debentures"),
in an unlimited aggregate principal amount to be issued from time to time in one
or more series in accordance with the terms of this Indenture, as registered
Debentures without coupons, to be authenticated by the certificate of the
Trustee;

                  WHEREAS, to provide the terms and conditions upon which the
Debentures are to be authenticated, issued and delivered, the Company has duly
authorized the execution of this Indenture;

                  WHEREAS, the Debentures and the certificate of authentication
to be borne by the Debentures (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by the Board of Directors (as
defined below) or set forth in any indenture supplemental to this Indenture; and

                  WHEREAS all acts and things necessary to make the Debentures
issued pursuant hereto, when executed by the Company and authenticated and
delivered by the Trustee in accordance with the terms of this Indenture, the
legal, valid and binding obligations of the Company, and to make this Indenture
a valid indenture and agreement of the Company in accordance with its terms,
have been done and performed or will be done and performed prior to the issuance
of such Debentures, and the execution of this Indenture has been and the
issuance hereunder of the Debentures has been, or will be prior to issuance, in
all respects duly authorized, and the Company, in the exercise
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                                                                               2

of the legal right and power in it vested, executes this Indenture and proposes
to make, execute, issue and deliver the Debentures.

                  NOW, THEREFORE, in order to declare the terms and conditions
upon which the Debentures are, and are to be, authenticated, issued and
delivered, and in consideration of the premises, and of the acquisition and
acceptance of the Debentures by the holders thereof, the Company covenants and
agrees with the Trustee, for the equal and proportionate benefit (subject to the
provisions of this Indenture) of the respective holders from time to time of the
Debentures, without any discrimination, preference or priority of any one
Debenture over any other by reason of priority in the time of issue, sale or
negotiation thereof, or otherwise, except as provided herein, as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. The terms defined in this Section (except as in
this Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any resolution of the Board of
Directors of the Company and of any indenture supplemental hereof shall have the
respective meanings specified in this Section. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended, or
which are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
instrument.

                  "Authenticating Agent" means an authenticating agent with
respect to all or any of the series of Debentures, as the case may be, appointed
with respect to all or any series of the Debentures, as the case may be, by the
Trustee pursuant to Section 2.10.
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                                                                               3

                  "Board of Directors" means the Board of Directors of the
Company, or any committee of such Board duly authorized to act on behalf of such
Board.

                  "Board Resolution" means a copy of one or more resolutions,
certified by the secretary or an assistant secretary of the Company to have been
adopted or consented to by the Board of Directors and to be in full force and
effect, and delivered to the Trustee.

                  "Business Day", with respect to any series of Debentures,
means any day other than a Saturday, Sunday or any other day on which banking
institutions in the City and State of New York, are authorized or required by
law to close.

                  "Certificate" means a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company. The Certificate need not comply with the provisions of
Section 13.06.

                  "Common Securities" means the common undivided beneficial
interests in the assets of the applicable PWG Capital Trust.

                  "Company" means Paine Webber Group Inc., a corporation duly
organized and existing under the laws of the State of Delaware, and, subject to
the provisions of Article X, shall also include its successors and assigns.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 450 West 33rd Street, New York, New York 10001 Attention: Corporate
Trustee Administration Department.

                  "Declaration of Trust" means the Declaration of Trust of the
PWG Capital Trust, if any, specified in the applicable Board Resolution or
supplemental indenture establishing a particular series of Debentures pursuant
to Section 2.01.

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                                                                               4

                  "Debenture" or "Debentures" means any Debenture or Debentures,
as the case may be, authenticated and delivered under this Indenture.

                  "Debentureholder", "holder of Debentures", "registered
holder", or other similar term, means the Person or Persons in whose name or
names a particular Debenture shall be registered on the books of the Company
kept for such purpose in accordance with the terms of this Indenture.

                  "Default" means any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

                  "Depositary" means, with respect to Debentures of any series
for which the Company shall determine that such Debentures will be issued as a
Global Debenture, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or 2.11.

                  "Event of Default" means, with respect to Debentures of a
particular series, any event specified in Section 6.01(a), continued for the
period of time, if any, therein designated.

                  "Global Debenture" means, with respect to any series of
Debentures, a Debenture executed by the Company and delivered by the Trustee to
the Depositary or pursuant to the Depositary's instruction, all in accordance
with the Indenture, which shall be registered in the name of the Depositary or
its nominee.

                  "Governmental Obligations" means securities that are (i)
direct obligations of the United States of America for the payment of which its
full faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America, the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either
<PAGE>   19
                                                                               5

case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Governmental Obligation or a specific payment of principal of, or
interest on, any such Governmental Obligation held by such custodian for the
account of the holder of such depositary 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 depositary receipt from any amount received
by the custodian in respect of the Governmental Obligation or the specific
payment of principal of, or interest on, the Governmental Obligation evidenced
by such depositary receipt.

                  "Guarantee" means the guarantee, if any, that the Company may
enter into that operates directly or indirectly for the benefit of holders of
Preferred Securities issued by a PWG Capital Trust.

                  "Indenture" means this instrument as originally executed, or,
if amended or supplemented as herein provided, as so amended or supplemented,
including for all purposes of this instrument, as amended or supplemented, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument, as amended or supplemented.

                  "Interest Payment Date" when used with respect to any
installment of interest on a Debenture of a particular series means the date
specified in such Debenture or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Debentures of that series is due and
payable.

                  "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 or any Assistant Treasurer or the Controller or
any Assistant Controller or the Secretary or any Assistant Secretary of the
Company and delivered to the Trustee. Each such certificate shall include the
statements provided for
<PAGE>   20
                                                                               6

in Section 13.06, if and to the extent required by the provisions thereof.

                  "Opinion of Counsel" means an opinion in writing signed by
legal counsel, who may be an employee of, or counsel for, the Company and who
shall be satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06, if and to the extent required by the
provisions thereof.

                  "Outstanding", when used with reference to Debentures of any
series, subject to the provisions of Section 8.01, means, as of any particular
time, all Debentures of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Debentures theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancelation or which have previously been canceled; (b) Debentures or
portions thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust for the holders of such Debentures by the Company
(if the Company shall act as its own paying agent); provided, however, that if
such Debentures or portions of such Debentures are to be redeemed prior to the
maturity thereof, notice of such redemption shall have been given as in Article
III provided, or provision satisfactory to the Trustee shall have been made for
giving such notice; and (c) Debentures in lieu of, or in substitution for, which
other Debentures shall have been authenticated and delivered pursuant to the
terms of Section 2.07.

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

                  "Predecessor Debenture" of any particular Debenture means
every previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
<PAGE>   21
                                                                               7

definition, any Debenture authenticated and delivered under Section 2.07 in lieu
of a lost, destroyed or stolen Debenture shall be deemed to evidence the same
debt as the lost, destroyed or stolen Debenture.

                  "Preferred Securities" means the preferred undivided
beneficial interests in the assets of the applicable PWG Capital Trust.

                  "Property Trustee" means the entity performing the function of
the Property Trustee under the applicable Declaration of Trust of a PWG Capital
Trust.

                  "PWG Capital Trust" means such business trust created under
the laws of the State of Delaware specified in the applicable Board Resolution
or supplemental indenture establishing a particular series of Debentures
pursuant to Section 2.01 and to whom such Series of Debentures will be sold.

                  "Responsible Officer" when used with respect to the Trustee
means any officer of the Trustee responsible for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of, and familiarity with, the particular subject.

                  "Security Exchange" when used with respect to the Debentures
of any series which are held as trust assets of a PWG Capital Trust pursuant to
the Declaration of Trust of such PWG Capital Trust means the distribution of the
Debentures of such series by such PWG Capital Trust in exchange for the
Preferred Securities and Common Securities of such PWG Capital Trust in
dissolution of such PWG Capital Trust pursuant to the Declaration of Trust of
such PWG Capital Trust.

                  "Senior Indebtedness" means (i) the principal of, premium, if
any, and accrued and unpaid interest on (a) indebtedness of the Company for
money borrowed, whether outstanding on the date of execution of this Indenture
or thereafter created, incurred or assumed, (b) guarantees by the Company of
indebtedness for money borrowed by any other
<PAGE>   22
                                                                               8

Person, whether outstanding on the date of execution of this Indenture or
thereafter created, incurred or assumed, (c) 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 (d) obligations of the Company under any agreement to
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, (ii) any other indebtedness, liability or obligation, contingent or
otherwise, of the Company 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 (iii) 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 Debentures; provided, however, that Senior Indebtedness shall not include
any obligation of the Company to any Subsidiary. The Debentures of any series
are not superior in right of payment to the securities of any series (or coupons
appertaining thereto) issued pursuant to the Indenture dated as of March 15,
1988, between the Company and Chase Manhattan Bank Delaware (formerly known as
Chemical Bank (Delaware)), as amended or supplemented from time to time, or any
securities ranking pari passu in right of payment with any such securities (or
coupons), all of which shall constitute Senior Indebtedness. Notwithstanding
anything to the contrary in this Indenture or the Debentures, Senior
Indebtedness shall not include any indebtedness of the Company which, by its
terms or the terms of the instrument creating or evidencing it, is subordinate
in right of payment to, or pari passu with, the Debentures.

                  "Subsidiary" means any corporation, association or other
business entity of which a majority of the outstanding stock, having under
ordinary circumstances (not dependent
<PAGE>   23
                                                                               9

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 more
Subsidiaries or by the Company and one or more Subsidiaries; collectively, the
"Subsidiaries".

                  "Trustee" means The Chase Manhattan Bank, a New York banking
corporation, and, subject to the provisions of Article Seven, shall also include
its successors and assigns, and, if at any time there is more than one person
acting in such capacity hereunder, "Trustee" shall mean each such person. The
term "Trustee" as used with respect to a particular series of the Debentures
means the trustee with respect to such series.

                  "Trust Indenture Act", means the Trust Indenture Act of 1939
as in force at the date as of which this instrument is executed; provided,
however, that, in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


                                   ARTICLE II

                      Issue, Description, Terms, Execution,
                     Registration and Exchange of Debentures

                  Section 2.01. The aggregate principal amount of Debentures
which may be authenticated and delivered under this Indenture is unlimited.

                  The Debentures may be issued in one or more series up to the
aggregate principal amount of Debentures of that series authorized in or
pursuant to one or more indentures supplemental hereto, prior to the initial
issuance of Debentures of a particular series. Prior to the initial issuance of
Debentures of any series, there shall be
<PAGE>   24
                                                                              10

established in or pursuant to one or more indentures supplemental hereto:

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

                  (2) any limit upon the aggregate principal amount of the
         Debentures of the series which may be authenticated and delivered under
         this Indenture (except for Debentures authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Debentures of the series);

                  (3) the date or dates on which the principal of the Debentures
         of the series is payable and the right, if any, to extend such date or
         dates and the conditions, if any, to such an extension;

                  (4) the rate or rates at which the Debentures of the series
         shall bear interest or the manner of calculation of such rate or rates,
         if any;

                  (5) the date or dates from which such interest shall accrue,
         the Interest Payment Dates on which such interest will be payable or
         the manner of determination of such Interest Payment Dates and the
         record date for the determination of holders to whom interest is
         payable on any such Interest Payment Dates;

                  (6) the right, if any, to extend the interest payment periods
         and the duration of such extension and the conditions, if any, to such
         an extension;

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

                  (8) the obligation, if any, of the Company to redeem or
         purchase Debentures of the series pursuant to any sinking fund or
         analogous provisions (including payments made in cash in anticipation
         of future sinking fund obligations) or at the option of a holder
         thereof
<PAGE>   25
                                                                              11

         and the period or periods within which, the price or prices at which,
         and the terms and conditions upon which, Debentures of the series shall
         be redeemed or purchased, in whole or in part, pursuant to such
         obligation;

                  (9) the form of the Debentures of the series, including the
         form of the Certificate of Authentication for the series;

                  (10) if other than denominations of $25 or any integral
         multiple thereof, the denominations in which the Debentures of the
         series shall be issuable;

                  (11) whether the Debentures of the series are issuable as a
         Global Debenture and, in such case, the identity of the Depositary for
         the Debentures of the series.

                  (12) any and all other terms with respect to the Debentures of
         the series (which terms shall not be inconsistent with the terms of
         this Indenture);

                  (13) if the Debentures of the series are to be deposited as
         trust assets in a PWG Capital Trust, the name of the applicable PWG
         Capital Trust (which shall distinguish such statutory business trust
         from all other PWG Capital Trusts) into which the Debentures of the
         series are to be deposited as trust assets and the date of its
         Declaration of Trust; and

                  (14)  any condition to, or restriction on, the
         transferability of the Debentures.

                  All Debentures of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to any indenture supplemental hereto.

                  SECTION 2.02. The Debentures of any series and the Trustee's
certificate of authentication to be borne by such Debentures shall be
substantially of the tenor and purport as set forth in one or more indentures
supplemental hereto and may have such letters, numbers or other marks of
<PAGE>   26
                                                                              12

identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as are
not inconsistent with the provisions of this Indenture, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with
any rule or regulation of any stock exchange on which Debentures of that series
may be listed, or to conform to usage.

                  SECTION 2.03. The Debentures shall be issuable as registered
Debentures and in the denominations of $25 or any integral multiple thereof,
subject to Section 2.01(10). The Debentures of a particular series shall bear
interest payable on the dates and at the rate specified with respect to that
series. The principal of and the interest on the Debentures of any series, as
well as any premium thereon in case of redemption thereof prior to maturity,
shall be payable in such coin or currency of the United States of America as at
the time of payment is legal tender for public and private debt, at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Debenture shall be dated the
date of its authentication. Interest on the Debentures shall be computed on the
basis of a 360-day year of twelve 30-day months.

                  The interest installment on any Debenture which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date for
Debentures of that series shall be paid to the person in whose name such
Debenture (or one or more Predecessor Debentures) is registered at the close of
business on the regular record date for such interest installment. In the event
that any Debenture of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date for Debentures of that series and on or
prior to such Interest Payment Date, interest on such Debenture will be paid
upon presentation and surrender of such Debenture as provided in Section 3.03.

                  Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date for
Debentures of that series (herein
<PAGE>   27
                                                                              13

called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

                  (1) The Company may make payment of any Defaulted Interest on
         Debentures to the persons in whose names such Debentures (or their
         respective Predecessor Debentures) 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 of the amount of Defaulted Interest
         proposed to be paid on each such Debenture and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         20 nor 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 Debentureholder at his or her address as it
         appears in the Debenture Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the persons in whose names such Debentures (or their Predecessor
         Debentures) are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).
<PAGE>   28
                                                                              14

                  (2) The Company may make payment of any Defaulted Interest on
         any Debentures in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Debentures 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.

                  Unless otherwise set forth in one or more indentures
supplemental hereto establishing the terms of any series of Debentures pursuant
to Section 2.01, the term "regular record date" as used in this Section with
respect to a series of Debentures with respect to any Interest Payment Date for
such series shall mean either (x) the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series pursuant to Section 2.01 shall occur, if such Interest Payment Date is
the first day of a month, or (y) the first day of the month in which an Interest
Payment Date established for such series pursuant to Section 2.01 shall occur,
if such Interest Payment Date is the fifteenth day of a month, whether or not
such date is a Business Day.

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

                  SECTION 2.04. Subject to the provisions of Section 2.06, the
Debentures shall be printed, lithographed or engraved on steel engraved borders
or produced by any combination of these methods or may be produced in any other
manner, as the proper officers of the Company may determine, and shall be signed
on behalf of the Company by the Chairman or Vice Chairman of its Board of
Directors or its Chief Executive Officer, President or one of its Vice
Presidents, or its Treasurer or any Assistant Treasurer under its corporate seal
attested by its Secretary or one of its Assistant Secretaries. The signature of
the Chairman, Vice
<PAGE>   29
                                                                              15

Chairman, Chief Executive Officer, President, any Vice President, the Treasurer
or any Assistant Treasurer and/or the signature of the Secretary or any
Assistant Secretary in attestation of the corporate seal, upon the Debentures,
may be in the form of a manual or facsimile signature of a present or any future
Chairman, Vice Chairman, President, Vice President, Treasurer or Assistant
Treasurer and of a present or any future Secretary or Assistant Secretary and
may be imprinted or otherwise reproduced on the Debentures and for that purpose
the Company may use the manual or facsimile signature of any person who shall
have been a Chairman, Vice Chairman, Chief Executive Officer, President, Vice
President, Treasurer or Assistant Treasurer or any person who shall have been a
Secretary or Assistant Secretary, notwithstanding the fact that at the time the
Debentures shall be authenticated and delivered, or disposed of, such person
shall have ceased to be the Chairman, Vice Chairman, Chief Executive Officer,
President or a Vice President, or the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, of the Company, as the case may be. The
seal of the Company may be in the form of a facsimile of the seal of the Company
and may be impressed, affixed, imprinted or otherwise reproduced on the
Debentures.

                  Only such Debentures as shall bear thereon a Certificate of
Authentication substantially in the form established for such Debentures,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Debentures, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
Certificate of Authentication executed by the Trustee, or by any Authenticating
Agent appointed by the Trustee with respect to such Debentures, upon any
Debenture executed by the Company shall be conclusive evidence that the
Debenture so authenticated has been duly authenticated and made available for
delivery hereunder and that the holder is entitled to the benefits of this
Indenture.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Debentures of any series
executed by the Company to the Trustee for authentication, together with a
written
<PAGE>   30
                                                                              16

order of the Company in the form of an Officers' Certificate for the
authentication and delivery of such Debentures, and the other documents required
by Section 13.06, and the Trustee, in accordance with such written order, shall
authenticate and make available for delivery such Debentures.

                  The Trustee shall not be required to authenticate such
Debentures if the issue of such Debentures pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Debentures, this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee.

                           SECTION 2.05.  (a)  Debentures of any series
may be exchanged, upon presentation thereof at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, for other Debentures of such series of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in this Section. In respect of any Debentures so surrendered for
exchange, the Company shall execute, the Trustee shall authenticate and such
office or agency shall make available for delivery in exchange therefor the
Debenture or Debentures of the same series which the Debentureholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

                  (b) The Company shall keep, or cause to be kept, at its office
or agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Debenture Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Debentures and the transfers of Debentures as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Debentures and transfers of Debentures
as herein provided shall be appointed as authorized by Board Resolution (the
"Debenture Registrar").
<PAGE>   31
                                                                              17

                  Upon surrender for registration of transfer of any Debenture
at the office or agency of the Company designated for such purpose in the
Borough of Manhattan, the City and State of New York, the Company shall execute,
the Trustee shall authenticate and such office or agency shall make available
for delivery in the name of the transferee or transferees a new Debenture or
Debentures of the same series as the Debenture presented for a like aggregate
principal amount.

                  All Debentures presented or surrendered for exchange or
registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Debenture Registrar) by a written instrument
or instruments of transfer, in form satisfactory to the Company or the Debenture
Registrar, duly executed by the registered holder or by his duly authorized
attorney in writing.

                  (c) No service charge shall be made for any exchange or
registration of transfer of Debentures, or issue of new Debentures in case of
partial redemption of any series, but the Company may require payment by the
Debentureholder requesting an exchange or registration of transfer of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
other than in connection with exchanges made pursuant to Section 2.06, Section
3.03(b) and Section 9.04 not involving any transfer.

                  (d) The Company shall not be required (i) to issue, register
the transfer of or exchange any Debentures of a series during a period beginning
at the opening of business 15 days before the day of the mailing of a notice of
redemption of all or less than all of the outstanding Debentures of such series
and ending at the close of business on the day of such mailing or (ii) register
the transfer of or exchange any Debentures so selected for redemption, in whole
or in part, except the unredeemed portion of any Debentures being redeemed in
part. The provisions of this Section 2.05 are, with respect to any Global
Debenture, subject to Section 2.11.

                  SECTION 2.06. Pending the preparation of definitive Debentures
of any series, the Company may execute, and the Trustee shall authenticate and
make
<PAGE>   32
                                                                              18

available for delivery, temporary Debentures (printed, lithographed or
typewritten) of any authorized denomination, and substantially in the form of
the definitive Debentures in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Debentures, all as may be determined by the Company. Every temporary Debenture
of any series shall be executed by the Company and be authenticated by the
Trustee upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Debentures of such series. Without unnecessary
delay the Company will execute and will furnish definitive Debentures of such
series and thereupon any or all temporary Debentures of such series may be
surrendered in exchange therefor (without charge to the holders), at the office
or agency of the Company designated for the purpose in the Borough of Manhattan,
the City and State of New York, and the Trustee shall authenticate and such
office or agency shall make available for delivery in exchange for such
temporary Debentures an equal aggregate principal amount of definitive
Debentures of such series, unless the Company advises the Trustee to the effect
that definitive Debentures need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Debentures of such
series shall be entitled to the same benefits under this Indenture as definitive
Debentures of such series authenticated and delivered hereunder.

                  SECTION 2.07. In case any temporary or definitive Debenture
shall become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and upon its request the Trustee
(subject as aforesaid) shall authenticate and make available for delivery, a new
Debenture of the same series bearing a number not contemporaneously Outstanding,
in exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen. In every case the
applicant for a substituted Debenture shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of the
<PAGE>   33
                                                                              19

applicant's Debenture and of the ownership thereof. The Trustee may authenticate
any such substituted Debenture and make available for delivery the same upon the
written request or authorization of any officer of the Company. Upon the
issuance of any substituted Debenture, 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. In case any Debenture which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Debenture, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
Debenture) if the applicant for such payment shall furnish to the Company and to
the Trustee such security or indemnity as they may require to save each of them
harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Debenture and of the ownership thereof.

                  Every Debenture issued pursuant to the provisions of this
Section in substitution for any Debenture which is mutilated, destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Debenture shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Debentures of
the same series duly issued hereunder. All Debentures shall be held and owned
upon the express condition that the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Debentures, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

                  SECTION 2.08. All Debentures surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall, if surrendered
to the Company or any paying agent, be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be canceled by it, and no
<PAGE>   34
                                                                              20

Debentures shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On written request of the
Company, the Trustee shall deliver to the Company canceled Debentures held by
the Trustee. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancelation.

                  SECTION 2.09. Nothing in this Indenture or in the Debentures,
express or implied, shall give or be construed to give to any Person, other than
the parties hereto and the holders of the Debentures, any legal or equitable
right, remedy or claim under, or in respect of, this Indenture, or under any
covenant, condition or provision herein contained; all such covenants,
conditions and provisions being for the sole benefit of the parties hereto and
of the holders of the Debentures.

                  SECTION 2.10. So long as any of the Debentures of any series
remain Outstanding there may be an Authenticating Agent for any or all such
series of Debentures which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Debentures of such series issued upon exchange, transfer or partial
redemption thereof, and Debentures 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. All references in this Indenture to
the authentication of Debentures by the Trustee shall be deemed to include
authentication by an Authenticating Agent for such series except for
authentication upon original issuance or pursuant to Section 2.07 hereof. Each
Authenticating Agent shall be acceptable to the Company and shall be a
corporation which has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and which is otherwise authorized under such laws to conduct such business and
is subject to supervision or examination by Federal or state authorities. If at
any time any Authenticating Agent shall cease to be eligible in
<PAGE>   35
                                                                              21

accordance with these provisions, it shall resign immediately.

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto.

                  SECTION 2.11. (a) If, pursuant to Section 2.01, the Company
shall establish that the Debentures of a particular series are to be issued as
one or more Global Debentures, then the Company shall execute, and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, one or more
Global Debentures which (i) shall represent, and shall be denominated in an
aggregate amount equal to the aggregate principal amount of, all of the
Outstanding Debentures of such series, (ii) shall be registered in the name of
the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "Except as otherwise provided in
Section 2.11 of the Indenture, this Debenture may be transferred, in whole but
not in part, only to another nominee of the Depositary or to a successor
Depositary or to a nominee of such successor Depositary."

                  (b) Notwithstanding the provisions of Section 2.05, the Global
Debenture of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.
<PAGE>   36
                                                                              22

                  (c) If at any time the Depositary for a series of Debentures
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered, or in good standing, under the Exchange Act or other applicable
statute or regulation and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Debentures of such series, and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and make
available for delivery, Debentures of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Debenture of such series in
exchange for such Global Debenture. In addition, the Company may at any time
determine that the Debentures of any series shall no longer be represented by
one or more Global Debentures and that the provisions of this Section 2.11 shall
no longer apply to the Debentures of such series. In such event, the Company
will execute and, subject to Section 2.05, the Trustee, upon receipt of an
Officers' Certificate evidencing such determination by the Company, will
authenticate and deliver Debentures of such series in definitive registered
form, without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global Debenture of such
series in exchange for such Global Debenture. Upon the exchange of a Global
Debenture for such Debentures in definitive registered form, without coupons, in
authorized denominations, the Global Debenture shall be canceled by the Trustee.
Any Debentures in definitive registered form issued in exchange for a Global
Debenture pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Debentures to the Depositary for
delivery to the persons in whose names such Debentures are so registered.

                  (d)  None of the Company, the Trustee, any paying agent or the
security registrar will have any responsibility
<PAGE>   37
                                                                              23

or liability for any aspect of the records relating to or payments made on
account of the beneficial ownership interests of a Global Debenture or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

                  SECTION 2.12. CUSIP Numbers. The Company in issuing the
Debentures may use "CUSIP" and "CINS" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Debentureholders but no
representation shall be made by the Company, the Trustee or any other Person as
to the correctness of such numbers either as printed on the Debentures or as
contained in any notice of redemption or exchange.


                                   ARTICLE III

                          Redemption of Debentures and
                             Sinking Fund Provisions

                  SECTION 3.01. The Company may redeem the Debentures of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01.

                  SECTION 3.02. (a) In case the Company shall desire to exercise
such right to redeem all or, as the case may be, a portion of the Debentures of
any series in accordance with the right reserved so to do, it shall give notice
of such redemption by mail, first class postage prepaid, not less than 30 nor
more than 60 days before the date fixed for redemption to holders of the
Debentures of the series to be redeemed at their last addresses as they shall
appear upon the Debenture Register. Any notice which is mailed in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not the registered holder receives the notice. In any case, failure duly to
give such notice to the holder of any Debenture of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Debentures of
such series or any other series. In the
<PAGE>   38
                                                                              24

case of any redemption of Debentures prior to the expiration of any restriction
on such redemption provided in the terms of such Debentures or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with any such restriction.

                  Each such notice of redemption (which shall be irrevocable)
shall specify the date fixed for redemption and the redemption price at which
Debentures of that series are to be redeemed, and shall state that payment of
the redemption price of such Debentures to be redeemed will be made at the
office or agency of the Company in the Borough of Manhattan, the City and State
of New York, upon presentation and surrender of such Debentures, that interest
accrued to the date fixed for redemption will be paid as specified in said
notice, that from and after said date interest will cease to accrue and that the
redemption is for a sinking fund, if such is the case. If less than all the
Debentures of a series are to be redeemed, the notice to the holders of
Debentures of that series to be redeemed in whole or in part shall specify the
particular Debentures to be so redeemed. In case any Debenture is to be redeemed
in part only, the notice which relates to such Debenture 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 Debenture, a new Debenture or
Debentures of such series in principal amount equal to the unredeemed portion
thereof will be issued. If the Company gives a notice of redemption in respect
of Debentures of a series, then, by 12:00 noon, New York City time, on the date
fixed for redemption, the Company shall deposit irrevocably with the Trustee
funds sufficient to pay the applicable redemption price and shall give
irrevocable instructions and authority to pay such redemption price to the
holders of Debentures of such series.

                  (b) If less than all the Debentures of a series are to be
redeemed, the Company shall give the Trustee at least 45 days notice in advance
of the date fixed for redemption (unless a shorter notice shall be satisfactory
to the Trustee) as to the aggregate principal amount of Debentures of the series
to be redeemed, and thereupon the Trustee shall select, by lot or in any other
manner as it shall deem appropriate and fair in its discretion and which
<PAGE>   39
                                                                              25

may provide for the selection of a portion or portions (equal to $25 or any
integral multiple thereof) of the principal amount of such Debentures of a
denomination larger than $25, the Debentures to be redeemed and shall thereafter
promptly notify the Company in writing of the numbers of the Debentures to be
redeemed, in whole or in part.

                  The Company may, if and whenever it shall so elect in
accordance with the terms of any series of Debentures established pursuant to
Section 2.01, by delivery of instructions signed on its behalf by its President
or any Vice President, instruct the Trustee or any paying agent to call all or
any part of the Debentures of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Debenture Register, transfer books or other records or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

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

                  SECTION 3.03. (a) If the giving of notice of redemption shall
have been completed as above provided, the Debentures or portions of Debentures
of the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued to but not including the date
fixed for redemption
<PAGE>   40
                                                                              26

and interest on such Debentures or portions of Debentures shall cease to accrue
on and after the date fixed for redemption, unless the Company shall default in
the payment of such redemption price and accrued interest with respect to any
such Debenture or portion thereof. On presentation and surrender of such
Debentures on or after the date fixed for redemption at the place of payment
specified in the notice, said Debentures shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to but not including the date fixed for redemption (but if the date
fixed for redemption is after the record date with respect to an Interest
Payment Date and on or prior to such Interest Payment Date, the interest
installment payable on such Interest Payment Date shall be payable to the
registered holder at the close of business on the applicable record date
pursuant to Section 2.03).

                  (b) Upon presentation of any Debenture of such series which is
to be redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Debenture is presented shall
make available for delivery to the holder thereof, at the expense of the
Company, a new Debenture or Debentures of the same series, of authorized
denominations in principal amount equal to the unredeemed portion of the
Debenture so presented.

                  SECTION 3.04. The provisions of Sections 3.04, 3.05 and 3.06
shall be applicable to any sinking fund for the retirement of Debentures of a
series, except as otherwise specified as contemplated by Section 2.01 for
Debentures of such series.

                  The minimum amount of any sinking fund payment provided for by
the terms of Debentures 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 Debentures of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of Debentures for
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be
applied to the redemption of Debentures of

<PAGE>   41
                                                                              27

any series as provided for by the terms of Debentures of such series.

                  SECTION 3.05. The Company (i) may deliver Outstanding
Debentures of a series (other than any previously called for redemption) and
(ii) may apply as a credit Debentures of a series which have been redeemed,
either at the election of the Company pursuant to the terms of such Debentures
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Debentures, in each case in satisfaction of all or any part
of any sinking fund payment with respect to the Debentures of such series
required to be made pursuant to the terms of such Debentures as provided for by
the terms of such series; provided that such Debentures have not been previously
so credited. Such Debentures shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Debentures for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                  SECTION 3.06. Not less than 45 days prior to each sinking fund
payment date for any series of Debentures, the Company (i) will deliver to the
Trustee an Officers' Certificate specifying (x) the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of such series, and
(y) the portion thereof, if any, which is to be satisfied by delivering and
crediting Debentures of such series pursuant to Section 3.05 and the basis for
such credit and (ii) will, together with such Officers' Certificate, deliver to
the Trustee any Debentures to be so delivered. Not less than 30 days before each
such sinking fund payment date, the Trustee shall select the Debentures to be
redeemed upon such sinking fund payment date in the manner specified in Section
3.02 and cause notice of the redemption thereof to be given in the name and at
the expense of the Company in the manner provided in Section 3.02. Such notice
having been duly given, the redemption of such Debentures shall be made upon the
terms and in the manner stated in Section 3.03.
<PAGE>   42
                                                                              28

                                   ARTICLE IV

                       Particular Covenants of the Company

                  The Company covenants and agrees for each series of the
Debentures as follows:

                  SECTION 4.01. The Company will duly and punctually pay or
cause to be paid the principal of (and premium, if any), and interest on, the
Debentures of such series at the time and place and in the manner provided
herein and established with respect to such Debentures.

                  SECTION 4.02. So long as any series of the Debentures remain
Outstanding, the Company agrees to maintain an office or agency in the Borough
of Manhattan, The City and State of New York, with respect to each such series
and at such other location or locations as may be designated as provided in this
Section 4.02, where (i) Debentures of that series may be presented for payment,
(ii) Debentures of that series may be presented as hereinabove authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Debentures of that series and this Indenture may
be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by its President or a
Vice President and delivered to the Trustee, designate some other office or
agency for any or all of such purposes. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands.

                  SECTION 4.03. (a) If the Company shall appoint one or more
paying agents for all or any series of the Debentures, other than the Trustee,
the Company will cause each such paying agent 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:
<PAGE>   43
                                                                              29

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of (and premium, if any), or interest on,
         the Debentures of that series (whether such sums have been paid to it
         by the Company or by any other obligor of such Debentures) in trust for
         the benefit of the persons entitled thereto;

                  (2) that it will give the Trustee written notice of any
         failure by the Company (or by any other obligor of such Debentures) to
         make any payment of the principal of (and premium, if any), or interest
         on, the Debentures of that series when the same shall be due and
         payable;

                  (3) that it will, at any time during the continuance of any
         failure referred to in the preceding paragraph (a)(2) above, upon the
         written request of the Trustee, forthwith pay to the Trustee all sums
         so held in trust by such paying agent; and

                  (4) that it will perform all other duties of paying agent as
         set forth in this Indenture.

                  (b) If the Company shall act as its own paying agent with
respect to any series of the Debentures, it will, on or before each due date of
the principal of (and premium, if any), or interest on, Debentures of that
series, set aside, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay such principal (and premium, if any) or
interest so becoming due on Debentures of that series until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee in writing of such action, or any failure (by it or
any other obligor on such Debentures) to take such action. Whenever the Company
shall have one or more paying agents for any series of Debentures, it will,
prior to each due date of the principal of (and premium, if any), or interest
on, any Debentures of that series, deposit with the 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
<PAGE>   44
                                                                              30

Company will promptly notify the Trustee of its action or failure so to act.

                  (c) Anything in this Section to the contrary notwithstanding,
(i) the agreement to hold sums in trust as provided in this Section is subject
to the provisions of Section 11.04 and (ii) 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 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 terms and conditions 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.

                  SECTION 4.04. The Company, whenever necessary to avoid or fill
a vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

                                    ARTICLE V

                       Debentureholders Lists and Reports
                         by the Company and the Trustee

                  SECTION 5.01. The Company will furnish or cause to be
furnished to the Trustee (a) on a monthly basis on each regular record date (as
defined in Section 2.03) a list, in such form as the Trustee may reasonably
require, of the names and addresses of the holders of each series of Debentures
as of such regular record date; provided that the Company shall not be obligated
to furnish or cause to be furnished such list at any time that the list shall
not differ in any respect from the most recent list furnished to the Trustee by
the Company 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 as of a date not more than 15 days prior to the time
such list is furnished; provided, however, that no such list need be furnished
for any series for which the Trustee shall be the Debenture Registrar.
<PAGE>   45
                                                                              31

                  SECTION 5.02. (a) The Trustee shall preserve, in as current a
form as is reasonably practicable, all information as to the names and addresses
of the holders of Debentures contained in the most recent list furnished to it
as provided in Section 5.01 and as to the names and addresses of holders of
Debentures received by the Trustee in its capacity as Debenture Registrar (if
acting in such capacity).

                  (b) The Trustee may destroy any list furnished to it as
provided in Section 5.01 upon receipt of a new list so furnished.

                  (c) In case three or more holders of Debentures of a series
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Debenture 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 Debentures of such series or holders of all
Debentures with respect to their rights under this Indenture or under such
Debentures, and such application 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:

                  (1) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 5.02; or

                  (2) inform such applicants as to the approximate number of
         holders of Debentures of such series or of all Debentures, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 5.02, and as to the approximate cost of
         mailing to such Debentureholders the form of proxy or other
         communication, if any, specified in such application.
<PAGE>   46
                                                                              32

                  (d) 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 such series or of all Debentures, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section 5.02, a copy of the form of proxy or other communication which is
specified in the application of such applicants received pursuant to subsection
(c) of this Section 5.02, 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
Securities and Exchange Commission (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 interests of
the holders of Debentures of such series or of all Debentures, as the case may
be, 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 Debentureholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise, the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

                  (e) Each and every holder of the Debentures, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent nor any Debenture Registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the holders of Debentures in accordance with the
provisions of this Section, regardless of the source from which such information
was derived, and that the Trustee shall not be
<PAGE>   47
                                                                              33

held accountable by reason of mailing any material pursuant to a request made
under this Section.

                  SECTION 5.03. (a) The Company covenants and agrees to 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 Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such
Sections, then to file with the Trustee and the Commission in accordance with
the 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 Exchange Act, in respect of a security
listed and registered on a national securities exchange, as may be prescribed
from time to time in such rules and regulations. Delivery of such reports,
information and documents to the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein, including the Company's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).

                  (b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the 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 provided for in this Indenture as may be required from time to time by
such rules and regulations.

                  (c) The Company covenants and agrees to transmit by mail,
first class postage prepaid, or by reputable overnight delivery service which
provides for evidence of receipt, to the Debentureholders, as their names and
addresses appear upon the Debenture Register, within 30 days after the filing
thereof with the Trustee, such summaries of
<PAGE>   48
                                                                              34

any information, documents and reports required to be filed by the Company
pursuant to subsections (a) and (b) of this Section as may be required by rules
and regulations prescribed from time to time by the Commission.

                  (d) The Company covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any of the
Debentures are Outstanding, or on or before such other day in each calendar year
as the Company and the Trustee may from time to time agree upon, a Certificate
of the principal executive officer, principal financial officer, or principal
accounting officer as to his or her knowledge of the Company's compliance with
all conditions and covenants under this Indenture. For purposes of this
subsection (d), such compliance shall be determined without regard to any period
of grace or requirement of notice provided under this Indenture.

                  SECTION 5.04. (a) On or before July 15 in each year in which
any of the Debentures are Outstanding, the Trustee shall transmit by mail, first
class postage prepaid, to the Debentureholders, as their names and addresses
appear upon the Debenture Register, a brief report dated as of the preceding May
15, with respect to any of the following events which may have occurred within
the previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

                  (1) any change to its eligibility under Section 7.09, and its
         qualifications under Section 7.08;

                  (2) the creation of, or any material change to, a relationship
         specified in paragraphs (1) through (10) of subsection (c) of Section
         7.08;

                  (3) 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 Debentures, on any
         property or funds held or collected by it as Trustee if such advances
         so remaining unpaid
<PAGE>   49
                                                                              35

         aggregate more than 1/2 of 1% of the principal amount of the Debentures
         outstanding, determined in accordance with Section 8.04, on the date of
         such report;

                  (4) any change to the amount, interest rate, and maturity date
         of all other indebtedness owing by the Company, or by any other obligor
         on the Debentures, 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 any indebtedness based upon a
         creditor relationship arising in any manner described in paragraph (2),
         (3), (4) or (6) of subsection (b) of Section 7.13;

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

                  (6) any release, or release and substitution, of property
         subject to the lien of this Indenture (and the consideration thereof,
         if any) which it has not previously reported;

                  (7) any additional issue of Debentures which the Trustee has
         not previously reported; and

                  (8) any action taken by the Trustee in the performance of its
         duties under this Indenture which it has not previously reported and
         which in its opinion materially affects the Debentures or the
         Debentures of any series, except any action in respect of a default,
         notice of which has been or is to be withheld by it in accordance with
         the provisions of Section 6.07.

                  (b) The Trustee shall transmit by mail, first class postage
prepaid, to the Debentureholders, as their names and addresses appear upon the
Debenture Register, 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 the provisions of subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this Indenture),
<PAGE>   50
                                                                              36

for the reimbursement of which it claims or may claim a lien or charge prior to
that of the Debentures of any series on property or funds held or collected by
it as Trustee, and which it has not previously reported pursuant to this
subsection if such advances remaining unpaid at any time aggregate more than 10%
of the principal amount of Debentures of such series outstanding, determined in
accordance with Section 8.04, at such time, such report to be transmitted within
90 days after such advances.

                  (c) A copy of each such report shall, at the time of such
transmission to Debentureholders, be filed by the Trustee with the Company, with
each stock exchange upon which any Debentures are listed (if so listed) and also
with the Commission. The Company agrees to notify the Trustee when any
Debentures become listed on any stock exchange.

                                   ARTICLE VI

                           REMEDIES OF THE TRUSTEE AND
                      DEBENTUREHOLDERS ON EVENT OF DEFAULT

                  SECTION 6.01. (a) Whenever used herein with respect to
Debentures of a particular series, "Event of Default" means any one or more of
the following events which has occurred and is continuing:

                  (1) default in the payment of any installment of interest upon
         any of the Debentures of that series, as and when the same shall become
         due and payable, and continuance of such default for a period of 30
         days; provided, however, that a valid extension of an interest payment
         period by the Company in accordance with the terms of any indenture
         supplemental hereto, shall not constitute a default in the payment of
         interest;

                  (2) default in the payment of the principal of (or premium, if
         any, on) any of the Debentures of that series as and when the same
         shall become due and payable whether at maturity, upon redemption, by
         declaration or otherwise, or in any payment required by any sinking or
         analogous fund established with respect to that series;
<PAGE>   51
                                                                              37

                  (3) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company with respect to that series contained in such Debentures or
         otherwise established with respect to that series of Debentures
         pursuant to Section 2.01 or contained in this Indenture (other than a
         covenant or agreement which has been expressly established solely for
         the benefit of one or more series of Debentures other than such series)
         for a period of 90 days after the date on which written notice of such
         failure, requiring the same to be remedied and stating that such notice
         is a "Notice of Default" hereunder, shall have been given to the
         Company by the Trustee, by registered or certified mail, or to the
         Company and the Trustee by the holders of at least 25% in principal
         amount of the Debentures of that series at the time outstanding,
         determined in accordance with Section 8.04;

                  (4) 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 of 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

                  (5) 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
<PAGE>   52
                                                                              38

         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 bankruptcy, insolvency,
         reorganization or other similar law, or the consent by it to the filing
         of such petition or to the appointment of or taking possession by a
         custodian, receiver, liquidator, assignee, trustee, sequestrator or
         similar official of the Company or of any substantial part of its
         property, or the making by it of an assignment for the benefit of
         creditors, or the admission by it in writing of its inability to pay
         its debts generally as they become due, or the taking of corporate
         action by the Company in furtherance of any such action.

                  (b) If an Event of Default occurs and is continuing with
respect to Debentures of a particular series, unless the principal of all the
Debentures of such series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Debentures of that series then outstanding hereunder, determined in accordance
with Section 8.04, by notice in writing to the Company (and to the Trustee if
given by such Debentureholders), may declare the principal of all the Debentures
of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything
contained in this Indenture or in the Debentures of that series or established
with respect to that series pursuant to Section 2.01 to the contrary
notwithstanding.

                  (c) Section 6.01(b), however, is subject to the condition that
if, at any time after the principal of the Debentures of a series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debentures
of such series and the principal of (and premium, if any, on) any and all
Debentures of that series which shall have become
<PAGE>   53
                                                                              39

due otherwise than by acceleration (with interest upon such principal (and
premium, if any), and, to the extent that such payment is enforceable under
applicable law, upon overdue installments of interest, at the rate per annum
expressed in the Debentures of such series to the date of such payment or
deposit) and the amount payable to the Trustee under Section 7.06, and any and
all defaults under the Indenture, other than the nonpayment of principal on
Debentures of such series which shall not have become due by their terms, shall
have been remedied or waived as provided in Section 6.06, then the holders of a
majority in aggregate principal amount of the Debentures of such series then
outstanding, determined in accordance with Section 8.04, (subject to, in the
case of any series of Debentures held as trust assets of a PWG Capital Trust and
with respect to which a Security Exchange has not theretofore occurred, such
consent of the holders of the Preferred Securities and the Common Securities of
such PWG Capital Trust as may be required under the Declaration of Trust of such
PWG Capital Trust), by written notice to the Company and to the Trustee, may
rescind and annul such declaration and its consequences with respect to such
series of Debentures; but no such rescission and annulment shall extend to or
shall affect any subsequent default, or shall impair any right consequent
thereon.

                  (d) In case the Trustee shall have proceeded to enforce any
right with respect to Debentures of a series under this Indenture and such
proceedings shall have been discontinued or abandoned because of rescission or
annulment as provided in (c) above or for any other reason or shall have been
determined adversely to the Trustee, then the Company and the Trustee shall be
restored to their former respective positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

                  (e) If, prior to a Security Exchange with respect to the
Debentures of any series, a Default with respect to the Debentures of such
series shall have occurred, the Company expressly acknowledges that under the
circumstances set forth in the applicable Declaration of Trust, any holder of
Preferred Securities of the applicable PWG Capital Trust may, to the extent
permitted by applicable law, enforce
<PAGE>   54
                                                                              40

directly against the Company the applicable Property Trustee's rights hereunder.
In furtherance of the foregoing and for the avoidance of any doubt, the Company
acknowledges that, under the circumstances described in the applicable
Declaration of Trust, any such holder of Preferred Securities, in its own name,
in the name of the applicable PWG Capital Trust or in the name of the holders of
the Preferred Securities issued by such PWG Capital Trust, may institute or
cause to be instituted a proceeding, including, without limitation, any suit in
equity, an action at law or other judicial or administrative proceeding, to
enforce the applicable Property Trustee's rights hereunder directly against the
Company as issuer of the applicable series of Debentures, and may prosecute such
proceeding to judgment or final decree, and enforce the same against the
Company.

                  SECTION 6.02. (a) The Company covenants that (1) in case
default shall be made in the payment of any installment of interest on any of
the Debentures of a series, or any payment required by any sinking or analogous
fund established with respect to such series as and when the same shall have
become due and payable, and such default shall have continued for a period of 30
days, or (2) in case default shall be made in the payment of the principal of
(or premium, if any, on) any of the Debentures of a series when the same shall
have become due and payable, whether upon maturity of the Debentures of a series
or upon redemption or upon declaration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of
the Debentures of such series, the whole amount that then shall have become due
and payable on all Debentures of such series for principal (and premium, if any)
or interest, or both, as the case may be, with interest upon the overdue
principal (and premium, if any) and (to the extent that payment of such interest
is enforceable under applicable law and without duplication of any other amounts
paid by the Company in respect thereof) upon overdue installments of interest at
the rate per annum expressed in the Debentures of such series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.06.
<PAGE>   55
                                                                              41

                  (b) In case the Company shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
other obligor upon the Debentures of such series and collect in the manner
provided by law out of the property of the Company or other obligor upon the
Debentures of such series wherever situated the moneys adjudged or decreed to be
payable.

                  (c) In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement, composition or other
judicial proceedings affecting the Company, any other obligor on the Debentures
of any series, or the creditors or property of either, the Trustee shall have
the power to intervene in such proceedings and take any action therein that may
be permitted by the court and shall (except as may be otherwise provided by law)
be entitled to file such proofs of claim and other papers and documents as may
be necessary or advisable in order to have the claims of the Trustee and of the
holders of Debentures of such series allowed for the entire amount due and
payable by the Company or such other obligor under the Indenture at the date of
institution of such proceedings and for any additional amount which may become
due and payable by the Company or such other obligor after such date, and to
collect and receive any moneys or other property payable or deliverable on any
such claim, and to distribute the same after the deduction of the amount payable
to the Trustee under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Debentures of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Debentureholders, to pay to the Trustee any amount due it under Section
7.06.

                  (d) All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to Debentures of
any series, may be enforced by the Trustee without the possession of any of such
<PAGE>   56
                                                                              42

Debentures, or the production thereof at any trial or other proceeding relative
thereto, and any such suit or 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 payment to the Trustee of any amounts due
under Section 7.06, be for the ratable benefit of the holders of the Debentures
of such series.

                  In case of an Event of Default hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

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

                  SECTION 6.03. Any moneys collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Debentures shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case
of the distribution of such moneys on account of principal (or premium, if any)
or interest, upon presentation of the Debentures of such series, and stamping
thereon the payment, if only partially paid, and upon surrender thereof if fully
paid:

                  FIRST: To the payment of costs and expenses of collection and
         of all amounts payable to the Trustee under Section 7.06;
<PAGE>   57
                                                                              43

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

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

                  SECTION 6.04. No holder of any Debenture of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to Debentures of such series specifying such
Event of Default, as hereinbefore provided, and unless also the holders of not
less than 25% in aggregate principal amount of the Debentures of such series
then outstanding, determined in accordance with Section 8.04, shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 30 days after
its receipt of such notice, request and offer of indemnity, shall have failed to
institute any such action, suit or proceeding; it being understood and intended,
and being expressly covenanted by the holders and the Trustee, that no one or
more holders of Debentures of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Debentures, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Debentures of such series. For the protection and enforcement of the
provisions of this
<PAGE>   58
                                                                              44

Section, each and every Debentureholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

                  Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Debenture to receive payment of the
principal of (and premium, if any) and interest on such Debenture, as therein
provided, on or after the respective due dates expressed in such Debenture (or
in the case of redemption, on the redemption date), or to institute suit for the
enforcement of any such payment on or after such respective dates or redemption
date, shall not be impaired or affected without the consent of such holder. In
addition, as set forth in the Declaration, any holder of Preferred Securities
shall have the right to institute suit for the enforcement of any such payment
to such holder with respect to Debentures having a principal amount equal to the
aggregate liquidation preference of the Preferred Securities held by such
holder.

                  SECTION 6.05. (a) All powers and remedies given by this
Article to the Trustee or to the Debentureholders shall, to the extent permitted
by law, be deemed cumulative and not exclusive of any others thereof or of any
other powers and remedies available to the Trustee or the holders of the
Debentures, by judicial proceedings or otherwise, to enforce performance or
observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Debentures.

                  (b) No delay or omission by the Trustee or by any holder of
any of the Debentures to exercise any right or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right or
power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article or by law to the Trustee or to the
Debentureholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Debentureholders.

                  SECTION 6.06. The holders of a majority in aggregate principal
amount of the Debentures of any series
<PAGE>   59
                                                                              45

at the time outstanding, determined in accordance with Section 8.04 (with, in
the case of any series of Debentures held as trust assets of a PWG Capital Trust
and with respect to which a Security Exchange has not theretofore occurred, such
consent of holders of the Preferred Securities and the Common Securities of such
PWG Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust), shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to such series;
provided, however, that such direction shall not be in conflict with any rule of
law or with this Indenture or unduly prejudicial to the rights of holders of
Debentures of any other series at the time outstanding (determined in accordance
with Section 8.04) and not parties thereto. Subject to the provisions of Section
7.01, 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 Responsible
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debentures of any series at the time outstanding,
determined in accordance with Section 8.04, affected thereby (with, in the case
of any series of Debentures held as trust assets of a PWG Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such PWG
Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust), may, on behalf of the holders of all of the Debentures of such
series, waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Debentures of such series as
and when the same shall become due (x) by the terms of such Debentures otherwise
than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)) or (y) as a
result of a call for redemption of Debentures of such series. Upon any such
waiver, the default covered thereby
<PAGE>   60
                                                                              46

shall be deemed to be cured for all purposes of this Indenture and the Company,
the Trustee and the holders of the Debentures of such series shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any right consequent
thereon.

                  SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series, transmit by mail,
first-class postage prepaid, to the holders of Debentures of such series, as
their names and addresses appear upon the Debenture Register, notice of all
defaults with respect to such series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4) and (5) of Section 6.01(a), not including any
periods of grace provided for therein and irrespective of the giving of notice
provided for by subsection (3) of Section 6.01(a)); provided that, except in the
case of default in the payment of the principal of (or premium, if any), or
interest on, any of the Debentures of such series or in the payment of any
sinking fund installment established with respect to 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 and/or
Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Debentures of
such series; provided further, however, that, in the case of any default of the
character specified in Section 6.01(a)(3) with respect to Debentures of such
series, no such notice to the holders of the Debentures of such series shall be
given until at least 30 days after the occurrence thereof.

                  The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsection (a)(1) or (a)(2) of Section 6.01
as long as the Trustee is acting as paying agent for such series of Debentures
or (ii) any default as to which the Trustee shall have received written notice
or a Responsible Officer shall have obtained written notice.
<PAGE>   61
                                                                              47

                  SECTION 6.08. All parties to this Indenture agree, and each
holder of any Debentures by his or her acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Trustee, or by any Debentureholder, or group of
Debentureholders, holding more than 10% in aggregate principal amount of the
Debentures of any series at the time outstanding, determined in accordance with
Section 8.04, or to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of (premium, if any), or interest
on, any Debenture of such series, on or after the respective due dates expressed
in such Debenture or established pursuant to this Indenture.

                  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.
<PAGE>   62
                                                                              48

                                   ARTICLE VII

                             Concerning the Trustee

                  SECTION 7.01. (a) The Trustee, prior to the occurrence of an
Event of Default with respect to Debentures of a series and after the curing of
all Events of Default with respect to Debentures of that series which may have
occurred, shall undertake to perform with respect to Debentures of such series
such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants shall be read into this Indenture against
the Trustee. In case an Event of Default with respect to Debentures of a series
has occurred (which has not been cured or waived), the Trustee shall exercise
with respect to Debentures of that series 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.

                  (b) 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) prior to the occurrence of an Event of Default with
         respect to Debentures of a series and after the curing or waiving of
         all such Events of Default which may have occurred with respect to such
         series:

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

                           (ii) in the absence of bad faith on the part of the
                  Trustee, the Trustee may with respect to
<PAGE>   63
                                                                              49

                  Debentures of such series conclusively rely, as to the truth
                  of the statements and the correctness of the opinions
                  expressed therein, upon any certificates or opinions furnished
                  to the Trustee and conforming to the requirements of this
                  Indenture; but in the case of any such certificates or
                  opinions 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 but need
                  not confirm or investigate the accuracy of mathematical
                  calculations or other facts stated therein;

                  (2) the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer or Responsible Officers of
         the Trustee, 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 good faith in accordance with the
         direction of the holders of a majority in principal amount of the
         Debentures of any series at the time outstanding, determined in
         accordance with Section 8.04, 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 Debentures of such series;

                  (4) none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if there is reasonable
         ground for believing that the repayment of such funds or liability is
         not reasonably assured to it under the terms of this Indenture or
         adequate indemnity against such risk is not reasonably assured to it;
         and
<PAGE>   64
                                                                              50

                  (5) 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 Article VII.

                  SECTION 7.02. Except as otherwise provided in Section 7.01:

                  (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, consent, order, approval,
         bond, security or other paper or document believed by it to be genuine
         and to have been signed or presented by the proper party or parties;

                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by a Board Resolution
         or an instrument signed in the name of the Company by the Chairman or
         the Vice Chairman of the Board of Directors or the President or any
         Vice President and by the Secretary or any Assistant Secretary or the
         Treasurer or any Assistant Treasurer or the Controller or any Assistant
         Controller (unless other evidence in respect thereof is specifically
         prescribed herein);

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

                  (d) the Trustee may consult with counsel of its selection 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 or suffered or omitted hereunder in good faith and in reliance
         thereon;
<PAGE>   65
                                                                              51

                  (e) the Trustee shall be under no obligations to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the Debentureholders, pursuant to the
         provisions of this Indenture, unless such Debentureholders shall have
         offered to the Trustee reasonable security or indemnity against the
         costs, expenses and liabilities which may be incurred therein or
         thereby; nothing herein contained shall, however, relieve the Trustee
         of the obligation, upon the occurrence of an Event of Default with
         respect to a series of the Debentures (which has not been cured or
         waived) to exercise with respect to Debentures of that series such of
         the rights and powers vested in it by this Indenture, and to 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;

                  (f) the Trustee shall not be liable for any action taken or
         omitted to be taken 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;

                  (g) 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, consent,
         order, approval, bond, security, or other papers or documents, unless
         requested in writing so to do by the holders of not less than a
         majority in principal amount of the Debentures of the particular series
         outstanding affected thereby, determined in accordance with Section
         8.04; provided, however, that if the payment within a reasonable time
         to the Trustee of the costs, expenses or liabilities likely to be
         incurred by it in the making of such investigation is, in the opinion
         of the Trustee, not reasonably assured to the Trustee by the security
         afforded to it by the terms of this Indenture, the Trustee may require
         reasonable indemnity against such costs, expenses or liabilities as a
         condition to so proceeding. The reasonable expense of every such
         examination shall be paid by the Company or, if paid by the Trustee,
         shall be repaid by the Company
<PAGE>   66
                                                                              52

         upon demand; if the Trustee makes such investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney; and

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

                  SECTION 7.03. (a) The recitals contained herein and in the
Debentures (other than the Certificate of Authentication on the Debentures)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same.

                  (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debentures.

                  (c) The Trustee shall not be accountable for the use or
application by the Company of any of the Debentures or of the proceeds of such
Debentures, or for the use or application of any moneys paid over by the Trustee
in accordance with any provision of this Indenture or established pursuant to
Section 2.01, or for the use or application of any moneys received by any paying
agent other than the Trustee.

                  SECTION 7.04. The Trustee or any paying agent or Debenture
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Debentures with the same rights it would have if it were not Trustee,
paying agent or Debenture Registrar.

                  SECTION 7.05. Subject to the provisions of Section 11.04, all
moneys received by the Trustee shall until used or applied as herein provided,
be held in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for
<PAGE>   67
                                                                              53

interest on any moneys received by it hereunder except such as it may agree with
the Company to pay thereon.

                  SECTION 7.06. (a) The Company covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled to, such
reasonable compensation as the Company and the Trustee shall from time to time
agree in writing (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust) for all services rendered
by it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
including taxes (other than taxes based upon, measured by or determined by the
income of the Trustee) incurred without negligence or bad faith on the part of
the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability in the premises.

                  (b) The obligations of the Company under this Section to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that
of the Debentures upon all property and funds held or collected by the Trustee
as such, except funds held in trust for the benefit of the holders of particular
Debentures.

                  (c) When the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 6.01(4) or (5), the
expenses and the compensation
<PAGE>   68
                                                                              54

for the services are intended to constitute expenses of administration under any
bankruptcy law.

                  (d) The Company's obligations under this Section 7.06 shall
survive the resignation or removal of any Trustee, the discharge of the
Company's obligations pursuant to Article XI of this Indenture and/or the
termination of this Indenture.

                  SECTION 7.07. Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an Officers'
Certificate delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee for any action taken, suffered or omitted to be taken by it under the
provisions of this Indenture in reliance thereon.

                  SECTION 7.08. (a) If the Trustee has or shall acquire any
conflicting interest, as defined in Section 310(b) of the Trust Indenture Act,
with respect to the Debentures of any series and if the Default to which such
conflicting interest relates has not been cured, duly waived or otherwise
eliminated, within 90 days after ascertaining that it has such conflicting
interest, it shall either eliminate such conflicting interest, except as
otherwise provided herein, or resign with respect to the Debentures of such
series in the manner and with the effect specified in Section 7.10 and the
Company shall promptly appoint a successor Trustee in the manner provided
herein.

                  (b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, with respect to the Debentures
of any series the Trustee shall, within ten days after the expiration of such
90-day period, transmit notice of such failure by mail, first-class postage
prepaid, to the Debentureholders of such
<PAGE>   69
                                                                              55

series as their names and addresses appear upon the Debenture Register.

                  (c) Except in the case of a default in the payment of the
principal of (or premium, if any), or interest on, any Debentures issued under
this Indenture, or in the payment of any sinking or analogous fund installment,
the Trustee shall not be required to resign as provided by this Section 7.08 if
such Trustee shall have sustained the burden of proving, on application to the
Commission and after opportunity for hearing thereon, that (i) the default under
the Indenture may be cured or waived during a reasonable period and under the
procedures described in such application and (ii) a stay of the Trustee's duty
to resign will not be inconsistent with the interests of Debentureholders. The
filing of such an application shall automatically stay the performance of the
duty to resign until the Commission orders otherwise.

                  Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's acceptance of
such an appointment.

                  SECTION 7.09. There shall at all times be a Trustee with
respect to the Debentures issued hereunder which shall at all times be a
corporation organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, or a
corporation or other person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least 50 million dollars, and subject to supervision
or examination by Federal, State, Territorial, or District of Columbia
authority. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this 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. The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as Trustee. In
case at any time the Trustee shall cease to be eligible in
<PAGE>   70
                                                                              56

accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

                  SECTION 7.10. (a) The Trustee or any successor hereafter
appointed may at any time resign with respect to the Debentures of one or more
series by giving written notice thereof to the Company and by transmitting
notice of resignation by mail, first class postage prepaid, to the
Debentureholders of such series, as their names and addresses appear upon the
Debenture Register. Upon receiving such notice of resignation, the Company shall
promptly appoint a successor trustee with respect to Debentures of such series
by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing 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 Debentures of such series, or any Debentureholder of that series who
has been a bona fide holder of a Debenture or Debentures for at least six months
may, subject to the provisions of Section 6.08, on behalf of himself and all
others similarly situated, petition any such court for the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, appoint a successor trustee.

                  (b) In case at any time any of the following shall occur:

                  (1) the Trustee shall fail to comply with the provisions of
         subsection (a) of Section 7.08 after written request therefor by the
         Company or by any Debentureholder who has been a bona fide holder of a
         Debenture or Debentures for at least six months; or

                  (2) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Debentureholder; or
<PAGE>   71
                                                                              57

                  (3) the Trustee shall become incapable of acting, or shall be
         adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation, then, in any
         such case, the Company may remove the Trustee with respect to all
         Debentures and appoint a successor trustee by written instrument, in
         duplicate, executed by order of the Board of Directors, one copy of
         which instrument shall be delivered to the Trustee so removed and one
         copy to the successor trustee. If no successor trustee shall have been
         so appointed and have accepted appointment within 30 days after the
         mailing of such notice of removal, the Trustee so removed may petition
         any court of competent jurisdiction for the appointment of a successor
         trustee with respect to Debentures of such series, or any
         Debentureholder of that series who has been a bona fide holder of a
         Debenture or Debentures for at least six months may, subject to the
         provisions of Section 6.08, on behalf of himself and all others
         similarly situated, petition any such court for the removal of the
         Trustee and the appointment of a successor trustee. Such court may
         thereupon after such notice, if any, as it may deem proper and
         prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
the Debentures of any series at the time outstanding, determined in accordance
with Section 8.04, may at any time remove the Trustee with respect to such
series and appoint a successor trustee.

                  (d) Any resignation or removal of the Trustee and appointment
of a successor trustee with respect to the Debentures of a series pursuant to
any of the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

                  (e) Any successor trustee appointed pursuant to this Section
may be appointed with respect to the Debentures of one more series or all such
series, but at any time there
<PAGE>   72
                                                                              58

shall be only one Trustee with respect to the Debentures of any particular
series.

                  SECTION 7.11. (a) In case of the appointment hereunder of a
successor trustee with respect to all Debentures, 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 Debentures of one or more (but not all) series, the
Company, the retiring Trustee and each successor trustee with respect to the
Debentures of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Debentures of that or those series to which the appointment of such successor
trustee relates, (2) 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 Debentures of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
<PAGE>   73
                                                                              59

trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder; 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, such retiring Trustee shall with respect to the Debentures of that or
those series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, 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 Debentures 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, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Debentures of that or those series to
which the appointment of such successor trustee relates, subject, to the lien,
if any, of the retiring Trustee provided for in Section 7.06.

                  (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 successor trustee all such rights, power 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.

                  (e) Upon acceptance of appointment by a successor trustee as
provided in this Section, the Company shall transmit notice of the succession of
such trustee hereunder by mail, first class postage prepaid, to the
Debentureholders, as their names and addresses appear upon
<PAGE>   74
                                                                              60

the Debenture Register. If the Company fails to transmit such notice within ten
days after acceptance of appointment by the successor trustee, the successor
trustee shall cause such notice to be transmitted at the expense of the Company.

                  SECTION 7.12. 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 substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be qualified under the provisions of
Section 7.08 and eligible under the provisions of Section 7.09, without the
execution or filing of any paper of any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not made available for delivery,
by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
make available for delivery the Debentures so authenticated with the same effect
as if such successor Trustee had itself authenticated such Debentures.

                  SECTION 7.13. (a) Subject to the provisions of 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 three months prior to a
default, as defined in subsection (b) 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 Debentures and the holders of other indenture
securities (as defined in subsection (c) of this Section):

                  (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 three months' 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
<PAGE>   75
                                                                              61

         (2) of this subsection, or from the exercise of any right of setoff
         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
         claim as such creditor, either as security therefor, or in satisfaction
         or composition thereof, or otherwise, after the beginning of such three
         months' 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 a case for reorganization
         pursuant to the Federal Bankruptcy Code 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 three month period;

                  (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 three 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 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 three months; or
<PAGE>   76
                                                                              62

                  (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 such 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 three month period for property held as
security at the time of such substitution shall, to the extent of the fair value
of the 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 preexisting 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 between the Trustee, the Debentureholders and the holders of other
indenture securities in such manner that the Trustee, the Debentureholders 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 a case for reorganization pursuant
to the Federal Bankruptcy Code or applicable State law, the same percentage of
their respective claims, figured before 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, the Debentureholders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or
receivership or in a case for reorganization pursuant to the Federal Bankruptcy
Code 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 in a case for reorganization pursuant to the
<PAGE>   77
                                                                              63

Federal Bankruptcy Code 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 a case for reorganization is
pending shall have jurisdiction (i) to apportion between the Trustee, the
Debentureholders 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 the 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, the Debentureholders 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 who has resigned or been removed after the
beginning of such three month period shall be subject to the provisions of this
subsection (a) as though such resignation or removal had not occurred. If any
Trustee has resigned or been removed prior to the beginning of such three month
period, it shall be subject to the provisions of this subsection (a) if and only
if the following conditions exist:

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

                  (ii) such receipt of property or reduction of claim occurred
         within three months after such resignation or removal.
<PAGE>   78
                                                                              64

                  (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 other than cash which shall at any time be
         subject to the lien, if any, of this Indenture or of discharging tax
         liens or other prior liens or encumbrances thereon, if notice of such
         advance and of the circumstances surrounding the making thereof is
         given to the Debentureholders 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, subscription agent, fiscal agent or
         depositary, or other similar capacity;

                  (4) any indebtedness created as a result of services rendered
         or premises rented; or any 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 of other securities of a Company
         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; or

                  (6) the acquisition, ownership, acceptance or negotiation of
         any drafts, bills of exchange, acceptance or obligations which fall
         within the classification of self-liquidating paper as defined in
         subsection (c) of this Section.
<PAGE>   79
                                                                              65

                  (c)  As used in this Section:

                  (1) The term "default" shall mean any failure to make payment
         in full of the principal of (or premium, if any) or interest upon any
         of the Debenture or upon the other indenture securities when and as
         such principal (or premium, if any) or interest becomes due and
         payable.

                  (2) The term "other indenture securities" shall mean
         securities upon which the Company is an obligor (as defined in the
         Trust Indenture Act) outstanding under any other indenture (A) under
         which the Trustee is also trustee, (B) which contains provisions
         substantially similar to the provisions of subsection (a) of this
         Section, and (C) under which a default exists at the time of the
         apportionment of the funds and property held in said special account.

                  (3) The term "cash transaction" shall mean 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.

                  (4) The term "self-liquidating paper" shall mean 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, manufacture, 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 shall mean any obligor upon any of the
         Debentures.
<PAGE>   80
                                                                              66

                                  ARTICLE VIII

                         Concerning the Debentureholders

                  SECTION 8.01. Whenever in this Indenture it is provided that
the holders of a majority or a specified percentage in aggregate principal
amount of the Debentures of a particular series may take any action (including
the making of any demand or request, the giving of any notice, consent or waiver
or the taking of any other action), the fact that, at the time of taking any
such action, the holders of such majority or specified percentage of such series
have joined therein may be evidenced by any instrument or any number of
instruments of similar terms executed by the holders of Debentures of such
series in person or by agent or proxy appointed in writing and acceptable to the
Trustee.

                  If the Company shall solicit from the Debentureholders of any
series any request, demand, authorization, direction, notice, consent, waiver or
other action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Debentureholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, 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 action may be given
before or after the record date, but only the Debentureholders of record at the
close of business on the record date shall be deemed to be Debentureholders for
the purposes of determining whether Debentureholders of the requisite proportion
of outstanding Debentures of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the outstanding Debentures of that series
shall be computed as of the record date; provided that no such authorization,
agreement or consent by such Debentureholders on the 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.
<PAGE>   81
                                                                              67

                  SECTION 8.02. Subject to the provisions of Section 7.01, proof
of the execution of any instrument by a Debentureholder (such proof will not
require notarization) or his agent or proxy and proof of the holding by any
person of any of the Debentures shall be sufficient if made in the following
manner:

                  (a) The fact and date of the execution by any such person of
         any instrument may be proved in any reasonable manner acceptable to the
         Trustee.

                  (b) The ownership of Debentures shall be proved by the
         Debenture Register for Debentures of such series or by a certificate of
         the Debenture Registrar with respect thereto.

                  (c) The Trustee may require such additional proof of any
         matter referred to in this Section as it shall deem necessary.

                  SECTION 8.03. Prior to the due presentment for registration of
transfer of any Debenture, the Company, the Trustee, any paying agent and any
Debenture Registrar may deem and treat the person in whose name such Debenture
shall be registered upon the books of the Company as the absolute owner of such
Debenture (whether or not such Debenture shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of, or on account of,
the principal of, premium, if any, and (subject to Section 2.03) interest on,
such Debenture and for all other purposes; and neither the Company nor the
Trustee nor any paying agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

                  SECTION 8.04. In determining whether the holders of the
requisite aggregate principal amount of Debentures of a particular series have
concurred in any direction, consent or waiver under this Indenture, Debentures
of that series which are owned by the Company or any other obligor on the
Debentures of that series or by any Subsidiary of the Company or of such other
obligor on the Debentures of that series shall be disregarded and deemed not to
be outstanding for the purpose of any such determination, except that for
<PAGE>   82
                                                                              68

the purpose of determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver, only Debentures of such series which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Debentures so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debentures and that the pledgee is not a person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

                  SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the taking of any
action by the holders of the majority or a specified percentage in aggregate
principal amount of the Debentures of a particular series, any holder of a
Debenture of that series which is shown by the evidence to be included in the
Debentures the holders of which have consented to such action may, by filing
written notice with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such Debenture. Except as
aforesaid any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture, and of any Debenture issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Debenture. Any action
required by the Indenture to be taken, and that is taken, by the holders of the
majority or a specified percentage in aggregate principal amount of the
Debentures of a particular series shall be conclusively binding upon the
Company, the Trustee and the holders of all the Debentures of that series.
<PAGE>   83
                                                                              69

                                   ARTICLE IX

                             Supplemental Indentures

                  SECTION 9.01. In addition to any supplemental indenture
otherwise authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Debentureholders, for one or more of the following purposes:

                  (a) to evidence the succession of another Person to the
         Company, and the assumption by any such successor of the covenants of
         the Company contained herein or otherwise established with respect to
         the Debentures of all or any series; or

                  (b) to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions for the protection of
         the holders of the Debentures of all or any series as the Board of
         Directors shall consider to be for the protection of the holders of
         Debentures of all or any series, and to make the occurrence, or the
         occurrence and continuance, of a default in any of such additional
         covenants, restrictions, conditions or provisions an Event of Default
         with respect to such series permitting the enforcement of all or any of
         the several remedies provided in this Indenture as herein set forth;
         provided, however, that in respect of any such additional covenant,
         restriction, condition or provision, such supplemental indenture may
         provide for a particular period of grace after default (which period
         may be shorter or longer than that allowed in the case of other
         defaults) or may provide for an immediate enforcement upon such default
         or may limit the remedies available to the Trustee upon such default or
         may limit the right of the holders of a majority in aggregate principal
         amount of the Debentures of such series to waive such default; or
<PAGE>   84
                                                                              70

                  (c) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any supplemental indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any supplemental indenture, or to make such other provisions in
         regard to matters or questions arising under this Indenture as shall
         not be inconsistent with the provisions of this Indenture and shall not
         adversely affect the interests of the holders of the Debentures of any
         series; or

                  (d) 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 Debenture outstanding, determined in
         accordance with Section 8.04, of any series created prior to the
         execution of such supplemental indenture which is entitled to the
         benefit of such provision; or

                  (e) to add to this Indenture such provisions as may be
         expressly permitted by the Trust Indenture Act, excluding, however, the
         provisions referred to in Section 316(a)(2) of the Trust Indenture Act
         as in effect at the date as of which this instrument was executed or
         any corresponding provision in any similar federal statute hereafter
         enacted.

                  The Trustee is hereby authorized to join with the Company in
the execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations which may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                  Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee without the consent
of the holders of any of the Debentures at the time outstanding, notwithstanding
any of the provisions of Section 9.02.

                  SECTION 9.02. With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in aggregate principal
amount of the Debentures of
<PAGE>   85
                                                                              71

each series affected by such supplemental indenture or indentures at the time
outstanding, determined in accordance with Section 8.04, (and, in the case of
any series of Debentures held as trust assets of a PWG Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of holders of the Preferred Securities and the Common Securities of such PWG
Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust), the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act) for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debentures of such series under this Indenture; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity of any
Debentures of any series, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the holder of each
Debenture so affected or (ii) reduce the aforesaid percentage of Debentures, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of each Debenture (and, in the case of any
series of Debentures held as trust assets of a PWG Capital Trust and with
respect to which a Security Exchange has not theretofore occurred, such consent
of the holders of the Preferred Securities and the Common Securities of such PWG
Capital Trust as may be required under the Declaration of Trust of such PWG
Capital Trust) then outstanding and affected thereby.

                  Upon the request of the Company, accompanied by a Board
Resolution authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Debentureholders
(and, in the case of any series of Debentures held as trust assets of PWG
Capital Trust and with respect to which a Security Exchange has not theretofore
occurred, such consent of holders of the Preferred Securities and the Common
Securities of such PWG Capital Trust as may be required under the Declaration of
<PAGE>   86
                                                                              72

Trust of such PWG Capital Trust), the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplement indenture.

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

                  Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice, setting
forth in general terms the substance of such supplemental indenture, to the
Debentureholders of all series affected thereby as their names and addresses
appear upon the Debenture Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                  SECTION 9.03. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, this Indenture
shall, with respect to Debentures of the series affected thereby, be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Debentures of the
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject to in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

                  SECTION 9.04. Debentures of any series, affected by a
supplemental indenture, authenticated and delivered after the execution of such
supplemental indenture pursuant
<PAGE>   87
                                                                              73

to the provisions of this Article or of Section 10.01, may bear a notation in
form approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Debentures
of that series so modified as to conform, in the opinion of the Board of
Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Debentures of that series then
Outstanding.

                  SECTION 9.05. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel and the other documents, if any,
required by Section 13.06, as conclusive evidence that any supplemental
indenture executed pursuant to this Article is authorized or permitted by, and
conforms to, the terms of this Article and that it is proper for the Trustee
under the provisions of this Article to join in the execution thereof.

                                    ARTICLE X

                    Consolidation, Merger, Sale or Conveyance

                  SECTION 10.01. The Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, and the Company shall not permit any
other 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:

                  (a) in case the Company shall consolidate with or merge into
         another Person or convey, transfer or lease its properties and assets
         substantially as an entirety to any Person, the Person formed by such
         consolidation or into which the Company is merged or 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
<PAGE>   88
                                                                              74

         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 Debentures and the performance of every
         covenant and obligation of this Indenture on the part of the Company to
         be performed or observed;

                  (b) immediately after giving effect to such transaction and
         treating any indebtedness 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; and

                  (c) if a supplemental indenture is required in connection with
         such transaction, the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance, transfer or lease 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 10.02. Upon any consolidation by the Company with or
merger by the Company into any other Person or any conveyance, transfer or lease
of the properties and assets of the Company substantially as an entirety in
accordance with Section 10.01, the successor Person 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 Person had been named as the Company herein, and thereafter,
except in the case of such lease, the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Debentures.
<PAGE>   89
                                                                              75

                                   ARTICLE XI

                    Satisfaction and Discharge of Indenture;

                                Unclaimed Moneys


                  SECTION 11.01. (A) If at any time (a) the Company shall have
paid or caused to be paid the principal of, and interest on, all the Debentures
of any series outstanding hereunder (other than Debentures of such series which
have been destroyed, lost or stolen and which have been replaced or paid as
provided in Section 2.07) as and when the same shall have become due and
payable, or (b) the Company shall have delivered to the Trustee for cancellation
all Debentures of any series theretofore authenticated (other than any
Debentures of such series which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.07) or (c)) (i)
all the Debentures of any series not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and (ii) the Company shall have irrevocably deposited or caused to
be deposited with the Trustee as trust funds the entire amount in cash (other
than moneys repaid by the Trustee or any paying agent to the Company in
accordance with Section 11.04) or Government Obligations, maturing as to
principal and interest at such times and in such amounts as will insure the
availability of cash, or a combination thereof, sufficient in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (A) the principal
and interest on all Debentures of such series on each date that such principal
or interest is due and payable and (B) any mandatory sinking fund payments on
the dates on which such payments are due and payable in accordance with the
terms of the Indenture and the Debentures of such series; and if, in any such
case, the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect (except as to (i) rights of registration of transfer and exchange of
Debentures of such
<PAGE>   90
                                                                              76

series and the Company's right of optional redemption, if any, (ii) substitution
of mutilated, defaced, destroyed, lost or stolen Debentures, (iii) rights of
holders of Debentures to receive payments of principal thereof and interest
thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Debentureholders to receive mandatory
sinking fund payments, if any, (iv) the rights, obligations, duties and
immunities of the Trustee hereunder, (v) the rights of the holders of Debentures
of such series as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and (vi) the obligations of the
Company under Section 4.02) and the Trustee, on demand of the Company
accompanied by an Officers' Certificate and an Opinion of Counsel and at the
cost and expense of the Company, shall execute proper instruments acknowledging
such satisfaction of and discharging this Indenture; provided that the rights of
Holders of the Debentures to receive amounts in respect of principal of, and
interest on, the Debentures held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Debentures are listed. The Company agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Debentures of such series.

                  (B) The following provisions shall apply to the Debentures of
each series unless specifically otherwise provided in a supplemental indenture
hereto pursuant to Section 2.01. In addition to discharge of the Indenture
pursuant to the next preceding paragraph, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Debentures of a series on
the date of the deposit referred to in subparagraph (a) below, and the
provisions of this Indenture with respect to the Debentures of such series shall
no longer be in effect (except as to (i) rights of registration of transfer and
exchange of Debentures of such series and the Company's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Debentures, (iii) rights of holders of Debentures to receive payments of
<PAGE>   91
                                                                              77

principal thereof and interest thereon, upon the original stated due dates
therefor (but not upon acceleration), and remaining rights of the holders of
Debentures to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations, duties and immunities of the Trustee hereunder, (v) the rights of
the holders of Debentures as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them and (vi) the
obligations of the Company under Section 4.02) and the Trustee, at the expense
of the Company, shall at the Company's request, execute proper instruments
acknowledging the same, if

                  (a) with reference to this provision the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the holders of the Debentures
         of such series (i) cash in an amount, or (ii) Governmental Obligations
         maturing as to principal and interest at such times and in such amounts
         as will insure the availability of cash or (iii) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay (A) the principal and interest
         on all Debentures of such series on each date that such principal or
         interest is due and payable and (B) any mandatory sinking fund payments
         on the dates on which such payments are due and payable in accordance
         with the terms of the Indenture and the Debentures of such series;

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

                  (c) the Company has delivered to the Trustee an Opinion of
         Counsel based on the fact that (x) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling or
         (y) since the date hereof, there has been a change in the applicable
         Federal income tax law, in either case to
<PAGE>   92
                                                                              78

         the effect that, and such opinion shall confirm that, the holders of
         the Debentures of such series will not recognize income, gain or loss
         for Federal income tax purposes as a result of such deposit, defeasance
         and discharge and will be subject to Federal income tax on the same
         amount and in the same manner and at the same times, as would have been
         the case if such deposit, defeasance and discharge had not occurred;

                  (d) the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance contemplated by this
         provision have been complied with; and

                  (e) no event or condition shall exist that, pursuant to the
         provisions of Section 14.02 or 14.03, would prevent the Company from
         making payments of the principal of or interest on the Debentures of
         such series on the date of such deposit.

                  SECTION 11.02. Subject to Section 11.04, all moneys deposited
with the Trustee (or other trustee) pursuant to Section 11.01 shall be held in
trust and applied by it to the payment, either directly or through any paying
agent (including the Company acting as its own paying agent), to the holders of
the particular Debentures of such series for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest; but such money need not be segregated
from other funds except to the extent required by law.

                  SECTION 11.03. In connection with the satisfaction and
discharge of this Indenture with respect to Debentures of any series, all moneys
then held by any paying agent under the provisions of this Indenture with
respect to such series of Debentures shall, upon demand of the Company be repaid
to it or paid to the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys.

                  SECTION 11.04. Any moneys deposited with, or paid to, the
Trustee or any paying agent for the payment of
<PAGE>   93
                                                                              79

principal of, or interest on, any Debenture of any series and not applied but
remaining unclaimed for two years after the date upon which such principal or
interest shall have become due and payable, shall, upon the written request of
the Company and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Company by the
Trustee for such series or such paying agent, and the holder of any Debentures
of such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Company for any payment which such holder may be entitled to collect, and
all liability of the Trustee or any paying agent with respect to such moneys
shall thereupon cease; provided, however, that the Trustee or such paying agent,
before being required to make any such repayment with respect to moneys
deposited with it for any payment, shall, at the expense of the Company, mail by
first-class mail to holders of such Debentures at their addresses as they shall
appear on the Debenture Register, notice that such moneys remain and that, after
a date specified therein, which shall not be less than 30 days from the date of
such mailing, any unclaimed balance of such money then remaining will be repaid
to the Company.

                  SECTION 11.05. The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on, or assessed against, the
Governmental Obligations deposited pursuant to Section 11.01 or the principal or
interest received in respect of such obligations.

                                   ARTICLE XII

                    Immunity of Incorporators, Stockholders,
                             Officers and Directors

                  SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Debenture, or for any claim
based thereon or otherwise in respect thereof, shall be had against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor
<PAGE>   94
                                                                              80

corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Indenture and the obligations issued hereunder
are solely corporate obligations, and that no such personal liability whatever
shall attach to, or is or shall be incurred by, the incorporators, stockholders,
officers or directors, as such, of the Company or of any predecessor or
successor corporation, or any of them, because of the creation of the
indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the Debentures
or implied therefrom; and that any and all such personal liability of every name
and nature, either at common law or in equity or by constitution or statute, and
any and all such rights and claims against every such incorporator, stockholder,
officer or director, as such, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Debentures or implied therefrom,
are hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of such
Debentures.

                                  ARTICLE XIII

                            Miscellaneous Provisions

                  SECTION 13.01. All the covenants, stipulations, promises and
agreements in this Indenture made by, or on behalf of, the Company shall bind
its successors and assigns, whether so expressed or not.

                  SECTION 13.02. Any act or proceeding required by any provision
of this Indenture to be authorized or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.
<PAGE>   95
                                                                              81

                  SECTION 13.03. The Company, by instrument in writing executed
by authority of two-thirds of its Board of Directors and delivered to the
Trustee, may surrender any of the powers reserved to the Company and thereupon
such power so surrendered shall terminate both as to the Company and as to any
successor corporation.

                  SECTION 13.04. Except as otherwise expressly provided herein,
any notice or demand which by any provision of this Indenture is required or
permitted to be given or served by the Trustee or by the holders of Debentures
to or on the Company may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: Paine Webber
Group Inc., 1285 Avenue of the Americas, New York, New York 10019, Attention of
Secretary. Any notice, election, request or demand by the Company or any
Debentureholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the Corporate
Trust Office of the Trustee.

                  SECTION 13.05. This Indenture and each Debenture shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be construed in accordance with the laws of said State
(without regard to principles of conflicts of laws thereof).

                  SECTION 13.06. (a) Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent 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 have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

                  (b) Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect
<PAGE>   96
                                                                              82

to compliance with a condition or covenant in this Indenture (other than the
Certificate provided pursuant to Section 5.03(d)) shall include (1) a statement
that the person making such certificate or opinion has read such covenant or
condition; (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 such
person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

                  SECTION 13.07. Except as provided pursuant to Section 2.01 in
one or more indentures supplemental to this Indenture, in any case where the
date of maturity of interest or principal of any Debenture or the date of
redemption of any Debenture shall not be a Business Day then payment of interest
or principal (and premium, if any) may be made on the next succeeding day which
is a Business Day with the same force and effect as if made on the nominal date
of maturity or redemption, and no interest shall accrue for the period after
such nominal date.

                  SECTION 13.08. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by Sections 310
to 317, inclusive, of the Trust Indenture Act, such imposed duties shall
control.

                  SECTION 13.09. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

                  SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Debentures of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Debentures, but this Indenture and such Debentures
shall be construed as if such
<PAGE>   97
                                                                              83

invalid or illegal or unenforceable provision had never been contained herein or
therein.

                  SECTION 13.11. The Company will have the right at all times to
assign any of its rights or obligations under this Indenture to a direct or
indirect wholly owned Subsidiary of the Company; provided that, in the event of
any such assignment, the Company will remain jointly and severally liable for
all such obligations. Subject to the foregoing, this Indenture is binding upon
and inures to the benefit of the parties thereto and their respective successors
and assigns. This Indenture may not otherwise be assigned by the parties hereto.

                  SECTION 13.12. The Company hereby acknowledges that, to the
extent specifically set forth herein, prior to a Security Exchange with respect
to the Debentures of any series held as trust assets of a PWG Capital Trust, the
holders of the Preferred Securities of such PWG Capital Trust shall expressly be
third party beneficiaries of this Indenture. The Company further acknowledges
that, prior to a Security Exchange with respect to Debentures of any series held
as trust assets of a PWG Capital Trust, if the Property Trustee of such PWG
Capital Trust fails to enforce its rights under this Indenture as the holder of
the Debentures of a series held as trust assets of such PWG Capital Trust, any
holder of the Preferred Securities of such PWG Capital Trust may institute legal
proceedings directly against the Company to enforce such Property Trustee's
rights under this Indenture without first instituting any legal proceedings
against such Property Trustee or any other Person.

                                   ARTICLE XIV

                           Subordination of Debentures

                  SECTION 14.01. The Company, for itself, its successors and
assigns, covenants and agrees, and each holder of a Debenture, by its acceptance
thereof, likewise covenants and agrees, that the payment of the principal of
(premium, if any), and interest on, each and all of the Debentures is hereby
expressly subordinated, to the extent and in the manner hereinafter in this
Article set forth, in
<PAGE>   98
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right of payment to the prior payment in full of all Senior Indebtedness. The
provisions of this Article are made for the benefit of all holders of Senior
Indebtedness, and any such holder may proceed to enforce such provisions.

                  SECTION 14.02. No payment by the Company on account of
principal of (premium, if any), or interest on, the Debentures of any series
shall be made if any default or event of default with respect to any Senior
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
Senior Indebtedness (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 Debentures of any series are declared
due and payable before the date specified therein as the fixed dated on which
the principal thereof is due and payable pursuant to Article VI, 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 (premium, if any) and interest due or to
become due upon all Senior Indebtedness shall first be paid in full before any
holders of Debentures, 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 reorganization or readjustment, the payment of which is subordinated,
at least to the same extent as the Debentures, to the payment of all Senior
Indebtedness which may at the time be outstanding, provided that the rights of
the holders of the Senior Indebtedness are not altered by such reorganization or
readjustment) so paid or distributed in respect of the Debentures (for principal
or interest); and upon such dissolution or winding up or liquidation or
reorganization, any payment or distribution of assets of the
<PAGE>   99
                                                                              85

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 Debentures, to the payment of all Senior Indebtedness which may at
the time be outstanding, provided that the rights of the holders of the Senior
Indebtedness are not altered by such reorganization or readjustment), to which
any holder of Debentures 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 Debentures or the Trustee if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to each such holder on the basis of the respective amounts of Senior
Indebtedness held by such holder) or their representatives or trustees, to the
extent necessary to pay all Senior Indebtedness in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness, before any payment or distribution is made to the holders of
Debentures or to the Trustee.

                  No holder of Senior Indebtedness shall be prejudiced in his
right to enforce subordination of the Debentures of any series by any act or
failure to act on the part of the Company.

                  Without notice to or the consent of any holder of Debentures
or the Trustee the holders of Senior 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 Senior Indebtedness, or amend or supplement in any
manner any instrument evidencing the Senior Indebtedness, any agreement pursuant
to which the Senior Indebtedness was issued or incurred or any instrument
securing or relating to the Senior Indebtedness; release any person liable in
any manner for the payment or collection of the Senior Indebtedness; exercise or
refrain from exercising any rights in respect of the Senior 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
<PAGE>   100
                                                                              86

Senior Indebtedness; or accept or release any security for the Senior
Indebtedness.

                  Subject to the payment in full of all Senior Indebtedness, the
holders of Debentures shall be subrogated (equally and ratably with the holders
of all indebtedness of the Company that, by its express terms, ranks on a parity
with the Debentures and is entitled to like rights or subrogation) to the rights
of the holders of Senior Indebtedness to receive payments or distributions of
assets of the Company applicable to the Senior Indebtedness until the Debentures
shall be paid in full. For purposes of such subrogation, no payments or
distributions on the Senior Indebtedness pursuant to this Section shall, as
between the Company, its creditors other than the holders of Senior
Indebtedness, and the holders of the Debentures, be deemed to be a payment by
the Company to or on account of the Senior Indebtedness, and no payments or
distributions to the Trustee or the holders of the Debentures of assets by
virtue of the subrogation herein provided for shall, as between the Company, its
creditors other than the holders of Senior Indebtedness, and the holders of the
Debentures, be deemed to be a payment to or on account of the Debentures. The
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the holders of the Debentures, on the one hand,
and the holders of Senior Indebtedness, on the other hand, and nothing contained
in this Article or elsewhere in this Indenture or in the Debentures of any
series 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
Debentures of any series when the same shall become due and payable in
accordance with their terms, or to affect the relative rights of the holders of
the Debentures and creditors of the Company other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
holder of any Debenture from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article, of the holders of Senior Indebtedness in respect of cash,
property or securities of the Company otherwise payable or delivered to the
Trustee or any holder of Debentures upon the exercise of any such remedy.
<PAGE>   101
                                                                              87

                  Upon any payment or distribution pursuant to this Section, the
Trustee and any holder of Debentures 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 7.01, and any holder of Debentures 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
Debentures, for the purpose of ascertaining the persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this 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 Senior Indebtedness to participate in any payment or distribution
pursuant to this Section, the Trustee may request such person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Senior Indebtedness held by such person, as to the extent to which such person
is entitled to 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 Debentures of any series, 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
Debentures of any series 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
Debentures of moneys in connection with a redemption of Debentures of any series
if (i) notice of such redemption has been given to the holders of the Debentures
to be redeemed pursuant to Article III prior to the receipt
<PAGE>   102
                                                                              88

by the Trustee of the written notice referred to in Section 14.04 and (ii) such
notice of redemption is given not earlier than 60 days before the date fixed for
redemption.

                  SECTION 14.03. The holder of each Debenture by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to acknowledge and effectuate the subordination
between the holders of Debentures and the holders of Senior Indebtedness as
provided in this Article and appoints the Trustee as attorney-in-fact for any
and all such purposes.

                  SECTION 14.04. Notwithstanding the provisions of this Article
or any other provision of this Indenture, but subject to the provisions of
Section 7.01, the Trustee and any paying agent shall not be charged with
knowledge of the existence of any Senior Indebtedness, or any default in the
payment of the principal of (premium, if any), or interest on, any Senior
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 Senior 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 or such
paying agent shall have received an Officers' Certificate to such effect.

                  SECTION 14.05. The Trustee shall be entitled to all the rights
set forth in this Article with respect to any Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness; and nothing in Section 7.13, or elsewhere in this Indenture, shall
deprive the Trustee of any of its rights as such holder. Nothing in this Article
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.06.
<PAGE>   103
                                                                              89

                  SECTION 14.06. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness and shall not be liable to
any such holders if it shall mistakenly pay over or distribute to any holder of
Debentures or the Company or any other person moneys or assets to which any
holders of Senior Indebtedness shall be entitled by virtue of this Article or
otherwise.

                  SECTION 14.07. 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 14.04, 14.05 and 14.06 shall not apply
to the Company if it acts as paying agent.

                  The Chase Manhattan Bank, as Trustee, hereby accepts the trust
in this Indenture declared and provided, upon the terms and conditions
hereinabove set forth.
<PAGE>   104
                                                                              90

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

Attest:


------------------------------------
Name:
Title:
                                    THE CHASE MANHATTAN BANK,
                                    as Trustee,


                                    by
                                       ------------------------------------
                                       Name:
                                       Title:
Attest:


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