<PAGE>

                                                                     EXHIBIT 4.1

                                  POPULAR, INC.

                                       TO

                          BANK ONE TRUST COMPANY, N.A.

                                     Trustee

                              ____________________

                                    INDENTURE

                        Dated as of _______________, 2003

                              ____________________

                       Junior Subordinated Debt Securities

<PAGE>

                                  POPULAR, INC.

         Reconciliation and tie between Trust Indenture Act of 1939 and
                  Indenture, dated as of _______________, 2003

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                  INDENTURE SECTION
---------------------------                                                                  -----------------
<S>                                                                                          <C>
ss. 310(a)(1)...........................................................................            609
       (a)(2)...........................................................................            609
       (a)(3)...........................................................................      Not Applicable
       (a)(4)...........................................................................      Not Applicable
       (a)(5)...........................................................................            609
       (b)..............................................................................         608, 610
       (c)..............................................................................      Not Applicable
ss. 311(a)..............................................................................            613
       (b)..............................................................................            613
ss. 312(a)..............................................................................        701, 702(a)
       (b)..............................................................................          702(b)
       (c)..............................................................................          702(c)
ss. 313(a)..............................................................................          703(a)
       (b)..............................................................................          703(a)
       (c)..............................................................................          703(a)
       (d)..............................................................................          703(b)
ss. 314(a)..............................................................................         704, 1004
       (b)..............................................................................      Not Applicable
       (c)(1)...........................................................................            102
       (c)(2)...........................................................................            102
       (c)(3)...........................................................................      Not Applicable
       (d)..............................................................................      Not Applicable
       (e)..............................................................................            102
ss. 315(a)..............................................................................            601
       (b)..............................................................................            602
       (c)..............................................................................            601
       (d)..............................................................................            601
       (e)..............................................................................            514
ss. 316(a)..............................................................................            101
       (a)(1)(A)........................................................................     104(h), 502, 512
       (a)(1)(B)........................................................................        104(h), 513
       (a)(2)...........................................................................      Not Applicable
       (b)..............................................................................            508
       (c)..............................................................................          104(h)
ss. 317(a)(1)...........................................................................            503
       (a)(2)...........................................................................            504
       (b)..............................................................................           1003
ss. 318(a)..............................................................................            107
       (c)..............................................................................            107
</TABLE>

---------------------------
         NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be part of the Indenture.

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
         Parties............................................................................................      1
         Recitals...........................................................................................      1

ARTICLE I        -  Definitions and Other Provisions of General Application.................................      1
         Section 101.    Definitions........................................................................      1
         Section 102.    Compliance Certificates and Opinions...............................................     13
         Section 103.    Form of Documents Delivered to Trustee.............................................     13
         Section 104.    Acts of Holders....................................................................     14
         Section 105.    Notices, etc., to Trustee and Company..............................................     16
         Section 106.    Notice to Holders; Waiver..........................................................     16
         Section 107.    Conflict with Trust Indenture Act..................................................     17
         Section 108.    Effect of Headings and Table of Contents...........................................     17
         Section 109.    Successors and Assigns.............................................................     17
         Section 110.    Separability Clause................................................................     18
         Section 111.    Benefits of Indenture..............................................................     18
         Section 112.    Governing Law......................................................................     18
         Section 113.    Legal Holidays.....................................................................     18
         Section 114.    Counterparts.......................................................................     18

ARTICLE II       - Debt Security Forms......................................................................     18
         Section 201.    Forms Generally....................................................................     18
         Section 202.    Form of Trustee's Certificate of Authentication....................................     19
         Section 203.    Debt Securities in Global Form.....................................................     19

ARTICLE III      - The Debt Securities......................................................................     20
         Section 301.    Amount Unlimited; Issuance in Series...............................................     20
         Section 302.    Denominations......................................................................     24
         Section 303.    Execution, Authentication, Delivery and Dating.....................................     24
         Section 304.    Temporary Debt Securities..........................................................     27
         Section 305.    Registration; Registration of Transfer and Exchange................................     30
         Section 306.    Mutilated, Destroyed, Lost and Stolen Debt Securities..............................     33
         Section 307.    Payment of Interest and Additional Interest; Interest Rights Preserved.............     35
         Section 308.    Persons Deemed Owners..............................................................     37
         Section 309.    Cancellation.......................................................................     37
         Section 310.    Computation of Interest............................................................     38
         Section 311.    Certification by a Person Entitled to Delivery of a Bearer Security................     38
         Section 312.    Judgements.........................................................................     38
         Section 313.    Deferrals of Interest Payment Dates................................................     39
         Section 314.    Right of Set-Off...................................................................     40
         Section 315.    Agreed Tax Treatment...............................................................     40

ARTICLE IV       - Satisfaction and Discharge...............................................................     40
         Section 401.    Satisfaction and Discharge of Indenture............................................     40
         Section 402.    Application of Trust Money and Eligible Instruments................................     42
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
         Section 403.    Satisfaction, Discharge and Defeasance of Debt Securities of any Series............     43

ARTICLE V        -  Remedies................................................................................     45
         Section 501.    Events of Default..................................................................     45
         Section 502.    Acceleration of Maturity; Rescission and Annulment.................................     46
         Section 503.    Collection of Indebtedness and Suits for Enforcement by Trustee....................     48
         Section 504.    Trustee May File Proofs of Claim...................................................     49
         Section 505.    Trustee May Enforce Claims without Possession of Debt Securities or Coupons........     50
         Section 506.    Application of Money Collected.....................................................     50
         Section 507.    Limitation on Suits................................................................     51
         Section 508.    Unconditional Right of Holders to Receive Principal, Premium and
                         Interest and to Exchange Debt Securities for Capital Securities;
                         Direct Action by Holders of Capital Trust Securities...............................     51
         Section 509.    Restoration of Rights and Remedies.................................................     52
         Section 510.    Rights and Remedies Cumulative.....................................................     52
         Section 511.    Delay or Omission Not Waiver.......................................................     52
         Section 512.    Control by Holders of Debt Securities..............................................     53
         Section 513.    Waiver of Past Defaults............................................................     53
         Section 514.    Undertaking for Costs..............................................................     54
         Section 515.    Waiver of Stay or Extension Laws...................................................     54

ARTICLE VI       -  The Trustee.............................................................................     54
         Section 601.    Certain Duties and Responsibilities................................................     54
         Section 602.    Notice of Default..................................................................     55
         Section 603.    Certain Rights of Trustee..........................................................     55
         Section 604.    Not Responsible for Recitals or Issuance of Debt Securities........................     56
         Section 605.    May Hold Debt Securities or Coupons................................................     56
         Section 606.    Money Held in Trust................................................................     57
         Section 607.    Compensation and Reimbursement.....................................................     57
         Section 608.    Disqualification; Conflicting Interests............................................     57
         Section 609.    Corporate Trustee Required; Eligibility............................................     58
         Section 610.    Resignation and Removal; Appointment of Successor..................................     58
         Section 611.    Acceptance of Appointment by Successor.............................................     60
         Section 612.    Merger, Conversion, Consolidation or Succession to Business........................     61
         Section 613.    Preferential Collection of Claims Against Company..................................     62
         Section 614.    Authenticating Agent...............................................................     62

ARTICLE VII      -  Holders' Lists and Reports By Trustee and Company.......................................     63
         Section 701.    Company to Furnish Trustee Names and Addresses of Holders..........................     63
         Section 702.    Preservation of Information; Communications to Holders.............................     64
         Section 703.    Reports by Trustee.................................................................     64
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
         Section 704.    Reports by Company..................................................................    65

ARTICLE VIII     -    Consolidation, Merger, Conveyance, Transfer or Lease...................................    65
         Section 801.    Company May Consolidate, etc. only on Certain Terms.................................    65
         Section 802.    Successor Corporation Substituted...................................................    65

ARTICLE IX       -    Supplemental Indentures................................................................    66
         Section 901.    Supplemental Indentures without Consent of Holders..................................    66
         Section 902.    Supplemental Indentures with Consent of Holders.....................................    67
         Section 903.    Execution of Supplemental Indentures................................................    69
         Section 904.    Effect of Supplemental Indentures...................................................    70
         Section 905.    Conformity with Trust Indenture Act.................................................    70
         Section 906.    Reference in Debt Securities to Supplemental Indentures.............................    70

ARTICLE X        -    Covenants..............................................................................    70
         Section 1001.   Payment of Principal, Premium and Interest..........................................    70
         Section 1002.   Maintenance of Office or Agency.....................................................    70
         Section 1003.   Money for Debt Securities Payments to Be Held in Trust..............................    72
         Section 1004.   Officers' Certificate as to Default.................................................    73
         Section 1005.   Waiver of Certain Covenants.........................................................    73
         Section 1006.   Payment of Additional Amounts.......................................................    74
         Section 1007.   Additional Sums.....................................................................    75
         Section 1008.   Additional Covenants................................................................    75

ARTICLE XI       -    Redemption of Debt Securities..........................................................    76
         Section 1101.   Applicability of Article............................................................    76
         Section 1102.   Election to Redeem; Notice to Trustee...............................................    77
         Section 1103.   Selection by Trustee of Debt Securities to be Redeemed..............................    77
         Section 1104.   Notice of Redemption................................................................    77
         Section 1105.   Deposit of Redemption Price.........................................................    78
         Section 1106.   Debt Securities Payable on Redemption Date..........................................    79
         Section 1107.   Debt Securities Redeemed in Part....................................................    80
         Section 1108.   Right of Redemption of Debt Securities Initially Issued to an Issuer Trust..........    80

ARTICLE XII      -    Sinking Funds..........................................................................    80
         Section 1201.   Applicability of Article............................................................    80
         Section 1202.   Satisfaction of Sinking Fund Payments with Debt Securities..........................    81
         Section 1203.   Redemption of Debt Securities for Sinking Fund......................................    81

ARTICLE XIII     -    Repayment at the Option of Holders.....................................................    82
         Section 1301.   Applicability of Article............................................................    82
         Section 1302.   Repayment of Debt Securities........................................................    82
         Section 1303.   Exercise of Option; Notice..........................................................    82
         Section 1304.   Election of Repayment by Remarketing Entities.......................................    83
</TABLE>

                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
         Section 1305.   Securities Payable on the Repayment Date...........................................     83

ARTICLE XIV      -   Exchange of Capital Securities for Debt Securities.....................................     84
         Section 1401.   Applicability of Article...........................................................     84
         Section 1402.   Exchange of Capital Securities for Debt Securities at Stated Maturity..............     84
         Section 1403.   Right of Early Exchange of Capital Securities for Debt Securities..................     85
         Section 1404.   Notices of Exchange................................................................     85
         Section 1405.   Rights and Duties of Holders of Debt Securities to be Exchanged for
                         Capital Securities.................................................................     87
         Section 1406.   Election to Exchange...............................................................     89
         Section 1407.   Deposit of Capital Exchange Price..................................................     89
         Section 1408.   Debt Securities Due on Capital Exchange Date; Debt
                         Securities Exchanged in Part.......................................................     89
         Section 1409.   Form of Capital Security Election Form.............................................     91
         Section 1410.   Fractional Capital Securities......................................................     91
         Section 1411.   Company to Obtain Governmental and Regulatory Approvals............................     92
         Section 1412.   Taxes on Exchange..................................................................     92
         Section 1413.   Covenants as to Capital Securities and Secondary Offering..........................     92
         Section 1414.   Provision in Case of Consolidation, Merger or Transfer of Assets...................     93
         Section 1415.   Trustee Not Responsible............................................................     93
         Section 1416.   Revocation of Obligation to Exchange Capital Securities for Debt Securities........     94
         Section 1417.   Optional Securities Funds..........................................................     94

ARTICLE XV       -   Securities Funds.......................................................................     95
         Section 1501.   Creation of Securities Funds.......................................................     95
         Section 1502.   Designations of Securities Funds...................................................     96
         Section 1503.   Covenant of the Company to Obtain Securities Funds.................................     96

ARTICLE XVI       -  Meetings of Holders of Debt Securities.................................................     97
         Section 1601.   Purposes for Which Meetings May Be Called..........................................     97
         Section 1602.   Call, Notice and Place of Meetings.................................................     97
         Section 1603.   Persons Entitled to Vote at Meeting................................................     98
         Section 1604.   Quorum; Action.....................................................................     98
         Section 1605.   Determination of Voting Rights; Conduct and Adjournment of Meetings................     99
         Section 1606.   Counting Votes and Recording Action of Meetings....................................    100

ARTICLE XVII     -   Defeasance.............................................................................    100
         Section 1701.   Termination of Company's Obligations...............................................    100
         Section 1702.   Repayment to Company...............................................................    101
         Section 1703.   Indemnity for Eligible Instruments.................................................    102

ARTICLE XVIII    -   Subordination of Debt Securities.......................................................    102
         Section 1801.   Debt Securities Subordinate to Senior Debt.........................................    102
         Section 1802.   Trustee and Holders of Debt Securities May Rely on Certificate of
                         Liquidating Agent; Trustee May Require Further Evidence as to Ownership
                         of Senior
</TABLE>

                                      -iv-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>                                                                                                           <C>
                         Debt; Trustee Not Fiduciary to Holders of Senior Debt.............................     104
         Section 1803.   Payment Permitted If No Default...................................................     105
         Section 1804.   Trustee Not Charged with Knowledge of Prohibition.................................     105
         Section 1805.   Trustee to Effectuate Subordination...............................................     105
         Section 1806.   Rights of Trustee as Holder of Senior Debt........................................     106
         Section 1807.   Article Applicable to Paying Agents...............................................     106
         Section 1808.   Subordination Rights Not Impaired by Acts or
                         Omissions of the Company or Holders of Senior Debt................................     106

ARTICLE XIX      -   Conversion of Convertible Securities..................................................     106
         Section 1901.   Applicability of Article..........................................................     106
         Section 1902.   Right to Convert..................................................................     107
         Section 1903.   Exercise of Conversion Privilege; Delivery of Common Stock on Conversion;
                         No Adjustment for Interest or Dividends...........................................     107
         Section 1904.   Cash Payments in Lieu of Fractional Shares........................................     108
         Section 1905.   Conversion Price..................................................................     109
         Section 1906.   Adjustment to Conversion Price....................................................     109
         Section 1907.   Effect of Reclassification, Consolidation, Merger or
                         Sale..............................................................................     113
         Section 1908.   Taxes on Shares Issued............................................................     113
         Section 1909.   Shares to be Fully Paid; Compliance with
                         Governmental Requirements; Listing of Common Stock................................     113
         Section 1910.   Trustee Not Responsible...........................................................     114
         Section 1911.   Notice to Holders Prior to Certain Actions........................................     114
         Section 1912.   Covenant to Reserve Shares........................................................     115

EXHIBIT A-1      -   [Form of Certificate of Beneficial Ownership by a Non-United States Person
                     or by Certain Other Persons]..........................................................   A-1-1

EXHIBIT A-2      -   [Form of Certificate of Status as a Foreign Branch of a United States
                     Financial Institution]................................................................   A-2-1

EXHIBIT B        -   [Form of Certificate to be Given by Euroclear and Cedel S.A. in
                     Connection with the Exchange of All or a Portion of a Temporary Global
                     Security or to Obtain Interest Prior to Exchange].....................................     B-1
</TABLE>

                                       -v-

<PAGE>

         INDENTURE (the "Indenture") dated as of _______________, 2003 between
POPULAR, INC., a Commonwealth of Puerto Rico corporation (hereinafter called the
"Company"), having its principal place of business at 209 Munoz Rivera Avenue,
San Juan, Puerto Rico 00918, and BANK ONE TRUST COMPANY, N.A., not in its
individual capacity but solely as trustee under this Indenture, a national
banking association (hereinafter called the "Trustee"), having its Corporate
Trust Office at One Bank One Plaza, Mail Code IL-0823, Chicago, Illinois 60670.

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debentures (herein called the "Debt Securities"), including Debt
Securities issued to evidence loans made to the Company of the proceeds from the
issuance from time to time by one or more statutory business trusts (each an
"Issuer Trust") of undivided preferred beneficial interests in the assets of
such Issuer Trusts (the "Capital Trust Securities") and undivided common
beneficial interests in the assets of such Issuer Trusts (the "Common Trust
Securities" and, together with the Capital Trust Securities, the "Trust
Securities").

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Debt
Securities of any series created and issued on or after the date hereof by the
Holders thereof, it is mutually covenanted and agreed for the equal and
proportionate benefit of all Holders of such Debt Securities or of any such
series, as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 101. Definitions.

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

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

                  (2)      all other terms used herein which are defined in the
         Trust Indenture Act or by Commission rule or regulation under the Trust
         Indenture Act, either directly or by reference therein, as in force at
         the date as of which this instrument was executed, except as provided
         in Section 905, have the meanings assigned to them therein;

                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles, and, except as otherwise herein
         expressly provided, the term

<PAGE>

         "generally accepted accounting principles" with respect to any
         computation required or permitted hereunder shall mean such accounting
         principles as are generally accepted in the United States and the
         Commonwealth of Puerto Rico at the date of such computation; and

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

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

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

         "Additional Sums" has the meaning specified in Section 1007.

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

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

         "Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in the place in connection with which the term is used or in
the financial community of such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

         "Bearer Security" means any Debt Security established pursuant to
Section 201 which is payable to bearer including, without limitation, unless the
context otherwise indicates, a Debt Security in global bearer form.

         "Board of Directors" means either the board of directors of the
Company, or the executive or any other committee of that board duly authorized
to act in respect hereof.

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

                                       2
<PAGE>

certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms
thereof), such action may be taken by any committee of the Board of Directors
or any officer or employee of the Company authorized to take such action by a
Board Resolution.

         "Business Day", when used with respect to any Place of Payment or Place
of Capital Exchange, means any day which is not a Saturday or Sunday and which
is not a legal holiday or a day on which banking institutions or trust companies
in that Place of Payment or Place of Capital Exchange are authorized or
obligated by law, regulation or executive order to close or are customarily
closed.

         "Capital Exchange Agent" means the Person or Persons appointed by the
Company to give notices and to exchange Debt Securities of any series for
Capital Securities as specified in Article XIV.

         "Capital Exchange Date", when used with respect to the Debt Securities
of any series, means any date on which such Debt Securities are to be exchanged
for Capital Securities pursuant to this Indenture.

         "Capital Exchange Price", when used with respect to any Debt Security
of any series to be exchanged for Capital Securities, means the amount of
Capital Securities for which such Debt Security is to be exchanged pursuant to
this Indenture or the aggregate sale price of such Capital Securities in the
Secondary Offering for such Debt Security, as the case may be.

         "Capital Securities" means any securities issued by the Company which
consist of any of the following: (i) Common Stock, (ii) Perpetual Preferred
Stock or (iii) securities which at the date of issuance may be issued in
exchange for, or the proceeds from the sale of which may be designated as
Securities Funds or Optional Securities Funds for the payment of the principal
of, "mandatory convertible securities" under applicable regulations of the
Primary Federal Regulator. Capital Securities may have such terms, rights and
preferences as may be determined by the Company.

         "Capital Security Election Form" means a form substantially in the form
included in Section 1409.

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

         "Capital Treatment Event" means, in respect of any Issuer Trust, the
reasonable determination by the Company (as evidenced by an Officers'
Certificate delivered to the Trustee) that, as a result of the occurrence of any
amendment to, or change (including any announced prospective change) in, the
laws (or any rules or regulations thereunder) of the United States or any
political subdivision thereof or therein or the Commonwealth of Puerto Rico, or
as a result of any official or administrative pronouncement or action or
judicial decision interpreting or applying such laws, rules or regulations,
which amendment or change is effective or such pronouncement, action or decision
is announced on or after the date of the issuance of the Capital Trust
Securities of such Issuer

                                       3
<PAGE>

Trust, there is more than an insubstantial risk that the Company will not be
entitled to treat an amount equal to the aggregate Liquidation Amount (as such
term is defined in the related Trust Agreement) of such Capital Trust Securities
as "Tier 1 Capital" (or the then equivalent thereof) for purposes of the capital
adequacy guidelines of the Board of Governors of the Federal Reserve System, as
then in effect and applicable to the Company.

         "Clearstream" means Clearstream Banking S.A.

         "Closing Price" has the meaning specified in Section 1906(d).

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution of this instrument such Commission is not existing
and performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties on such date.

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

         "Common Stock" means, when used with reference to the capital stock of
the Company, the class of stock which, at the date of execution of this
Indenture, is designated as common stock of the Company and stock of any class
or classes into which such common stock or any such other class may thereafter
be changed or reclassified. In case by reason of the operation of Article XIX,
the Convertible Securities shall be convertible into any other shares or other
securities or property of the Company or any other corporation, any reference in
this Indenture to the conversion of Convertible Securities pursuant to Article
XIX shall be deemed to refer to and include conversion of Convertible Securities
into such other shares or other securities or property.

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

         "Company Request" and "Company Order" mean, respectively, except as
otherwise provided in this Indenture, a written request or order signed in the
name of the Company by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President (any references to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the
title "Vice President"), the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, Secretary or an Assistant Secretary of the Company, or
by another officer of the Company duly authorized to sign by a Board Resolution,
and delivered to the Trustee.

         "Conversion Price" has the meaning specified in Section 1905.

         "Convertible Securities" means any series of Debt Securities that are
designated as such pursuant to Section 301.

                                       4
<PAGE>

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

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

         The term "coupon" means any interest coupon appertaining to a Bearer
Security.

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

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

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

         "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each person who is then a

         Depositary hereunder, and if at any time there is more than one such
Person, "Depositary" as used with respect to the Debt Securities of any such
series shall mean the Depositary with respect to the Debt Securities of that
series.

         "Designated Currency" has the meaning specified in Section 312.

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

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

         "Eligible Instruments" means monetary assets, money market instruments
and securities that are payable in Dollars only and essentially risk free as to
collection of principal and interest, including U.S. Government Obligations.

         "Euro" means the single currency of the European Monetary Union as
defined under EC Regulation 1103/97 adopted under Article 235 of the EU Treaty
and under EC Regulation 974/98 adopted under Article 1091(4) of the EU Treaty or
under any successor European legislation from time to time.

         "Euroclear" means Morgan Guarantee Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

                                       5
<PAGE>

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

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

         "Exchange Rate" shall have the meaning specified as contemplated in
Section 301.

         "Exchange Rate Agent" shall have the meaning specified as contemplated
in Section 301.

         "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities denominated
in Euro, any other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, the
Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent
appointed pursuant to Section 301, and delivered to the Trustee.

         "Extension Period" has the meaning specified in Section 313.

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

         "Global Exchange Agent" has the meaning specified in Section 304.

         "Global Exchange Date" has the meaning specified in Section 304.

         "Global Security" means a Debt Security issued to evidence all or part
of a series of Debt Securities in accordance with Section 303.

         "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Company for the benefit of the holders of
the Capital Trust Securities issued by such Issuer Trust, as modified, amended
or supplemented from time to time.

         "Holder", with respect to a Registered Security, means a Person in
whose name such Registered Security is registered in the Security Register and,
with respect to a Bearer Security or a coupon, means the bearer thereof.

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

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

                                       6
<PAGE>

         "Interest Payment Date", with respect to any Debt Security, means the
Stated Maturity of an installment of interest on such Debt Security.

         "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in
such matters to the effect that, as a result of the occurrence of a change in
law or regulation or a written change (including any announced prospective
change) in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that such Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Capital Trust Securities of such Issuer Trust.

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

         "Market Value" of any Capital Securities issued on any Capital Exchange
Date for Debt Securities of any series shall be the sale price of such Capital
Securities which are sold in the Secondary Offering for the Debt Securities of
such series. In the event no such Secondary Offering takes place, the Market
Value of such Capital Securities shall be the fair value of such Capital
Securities on such Capital Exchange Date for Debt Securities of such series as
determined by three independent nationally recognized investment banking firms
selected by the Company.

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

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the Treasurer, an Assistant Treasurer, the Controller, an Assistant
Controller, the Secretary or an Assistant Secretary of the Company, and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may
(except as otherwise expressly provided in this Indenture) be an employee of or
counsel for the Company, or who may be other counsel acceptable to the Trustee,
which is delivered to the Trustee.

         "Optional Securities Fund" means a fund pursuant to which the proceeds
of sales of Capital Securities may be designated on the books of the Company for
the payment of any of the principal of any Debt Security pursuant to Section
1417 of this Indenture.

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

                                       7
<PAGE>

         "Outstanding", when used with respect to Debt Securities means, as of
the date of determination, all Debt Securities theretofore authenticated and
delivered under this Indenture, except:

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

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

                  (iii)    Debt Securities in exchange for or in lieu of which
         other Debt Securities have been authenticated and delivered, or which
         have been paid, pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which the Trustee
knows to be so owned shall be so disregarded. Debt Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Debt Securities and that the pledgee is not the Company or
any other obligor upon the Debt Securities or any Affiliate of the Company or of
such other obligor. Notwithstanding anything herein to the contrary, Debt
Securities of any series initially issued to an Issuer Trust that are owned by
such Issuer Trust shall be deemed to be Outstanding notwithstanding the
ownership by the Company or an Affiliate of any beneficial interest in such
Issuer Trust.

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

         "Perpetual Preferred Stock" means any stock of any class of the Company
which has a preference over Common Stock in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which is not mandatorily redeemable or repayable,
or redeemable or repayable at the option of the Holder, otherwise than in shares
of Common Stock or Perpetual Preferred Stock of another class or series or with
the proceeds of the sale of Common Stock or Perpetual Preferred Stock.

                                       8
<PAGE>

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

         "Place of Capital Exchange", when used with respect to Debt Securities
of any series, means any place where the Debt Securities of such series are
exchangeable for Capital Securities as specified pursuant to Section 301.

         "Place of Payment", when used with respect to the Debt Securities of
any series means any place where the principal of (and premium, if any) and
interest on the Debt Securities of that series are payable as specified as
contemplated by Section 301.

         "Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security; and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 306 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

         "Primary Federal Regulator" means the primary United States federal
regulator of the Company (which at the date of this Indenture is the Board of
Governors of the Federal Reserve System), or any successor body or institution.

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

         "ranking junior to the Debt Securities," when used with respect to any
obligation of the Company shall mean any obligation of the Company which (a)
ranks junior to and not equally with or prior to the Debt Securities (or any
other obligations of the Company ranking on a parity with the Debt Securities)
in right of payment upon the happening of any event of the kind specified in the
first sentence of the second paragraph in Section 1801 or (b) is specifically
designated as ranking junior to the Debt Securities by express provision in the
instrument creating or evidencing such obligation. The securing of any
obligations of the Company, otherwise ranking junior to the Debt Securities,
shall not be deemed to prevent such obligations from constituting obligations
ranking junior to the Debt Securities.

         "ranking on a parity with the Debt Securities," when used with respect
to any obligation of the Company shall mean any obligation of the Company which
(a) ranks equally with and not prior to the Debt Securities in right of payment
upon the happening of any event of the kind specified in the first sentence of
the second paragraph in Section 1801 or (b) is specifically designated as
ranking on a parity with the Debt Securities by express provision in the
instrument creating or evidencing such obligation. The securing of any
obligations of the Company, otherwise ranking on a parity with the Debt
Securities, shall not be deemed to prevent such obligations from constituting
obligations ranking on a parity with the Debt Securities.

                                       9
<PAGE>

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

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

         "Registered Security" means any Debt Security in the form of Registered
Securities established pursuant to Section 201 which is registered in the
Security Register.

         "Regular Record Date" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by Section 301.

         "Remarketing Entity", when used with respect to Debt Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such
Debt Securities.

         "Repayment Date", when used with respect to any Debt Security to be
repaid upon exercise of an option for repayment by the Holder, means the date
fixed for such repayment pursuant to this Indenture.

         "Repayment Price", when used with respect to any Debt Security to be
repaid upon exercise of an option for repayment by the Holder, means the price
at which it is to be repaid pursuant to this Indenture.

         "Responsible Officer" when used with respect to the Trustee, means any
officer of the Trustee assigned by it to administer its corporate trust matters.

         "Rights" has the meaning specified in Section 1906(c).

         "Rights Plan" means a plan of the Company providing for the issuance by
the Company to all holders of its Common Stock of rights entitling the holders
thereof to subscribe for or purchase shares of any class or series of capital
stock of the Company which rights (i) are deemed to be transferred with such
shares of such Common Stock, and (ii) are also issued in respect of future
issuances of such Common Stock, in each case until the occurrence of a specified
events or events.

         "Secondary Offering", when used with respect to the Debt Securities of
any series, means the offering and sale by the Company of Capital Securities for
the account of Holders of Debt Securities of such series who elect to receive
cash and not Capital Securities on the Capital Exchange Date for such series.

         "Securities Fund" means a fund pursuant to which the proceeds of sales
of Capital Securities are designated on the books of the Company for the payment
of any principal of any Debt Security pursuant to the provisions of Section
1501.

                                       10
<PAGE>

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

         "Senior Debt" means

                  (i)      any of the Company's indebtedness for borrowed or
         purchased money, whether or not evidenced by bonds, debentures, notes
         or other written instruments,

                  (ii)     the Company's obligations under letters of credit,

                  (iii)    any of the Company's indebtedness or other
         obligations with respect to commodity contracts, interest rate and
         currency swap agreements, cap, floor and collar agreements, currency
         spot and forward contracts, and other similar agreements or
         arrangements designed to protect against fluctuations in currency
         exchange or interest rates, and

                  (iv)     any guarantees, endorsements (other than by
         endorsement of negotiable instruments for collection in the ordinary
         course of business) or other similar contingent obligations in respect
         of obligations of others of a type described in clauses (i), (ii) and
         (iii) above, whether or not such obligation is classified as a
         liability on a balance sheet prepared in accordance with generally
         accepted accounting principles, in each case whether outstanding on the
         date of execution of this Indenture or thereafter incurred, other than
         obligations ranking on a parity with the Debt Securities (including
         without limitation the Trust Related Securities) or ranking junior to
         the Debt Securities.

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

         "Stated Maturity", when used with respect to any Debt Security or any
installment of interest (including any Additional Interest) thereon, means the
date specified in such Debt Security or a coupon representing such installment
of interest (including any Additional Interest) as the fixed date on which the
principal of such Debt Security or such installment is due and payable, subject,
in the case of any installment of interest, to the deferral of any such date in
the case of an Extension Period.

         "Tax Event" means the receipt by an Issuer Trust of an Opinion of
Counsel (as defined in the relevant Trust Agreement) experienced in such matters
to the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or thereof any regulations
thereunder) of the United States or any political subdivision thereof or the
Commonwealth of Puerto Rico or taxing authority thereof or therein, or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of issuance of the Capital Trust Securities of such Issuer Trust, there is more
than an insubstantial risk that (i) such Issuer Trust is, or will be within 90
days of the delivery of such Opinion of Counsel, subject to United States
Federal or Commonwealth of Puerto Rico income tax with respect to income
received or accrued on the

                                       11
<PAGE>
series of Debt Securities issued by the Company to such Issuer Trust, (ii)
interest payable by the Company on such series of Debt Securities is not, or
within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Company, in whole or in part, for Commonwealth of Puerto Rico
tax purposes, or (iii) such Issuer Trust is, or will be within 90 days of the
delivery of such Opinion of Counsel, subject to more than an immaterial amount
of other taxes, duties or other governmental charges.

         "Trust Agreement" means, with respect to any Issuer Trust, the
declaration of trust, trust agreement or other governing instrument of such
Issuer Trust.

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

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

         "Trust Related Securities" means any obligations evidenced by debt
securities (and guarantees in respect of those debt securities) initially issued
to any trust, partnership or other entity affiliated with the Company that is,
directly or indirectly, a financing vehicle of the Company in connection with
the issuance by such entity of capital securities or other similar securities.

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

         "United States" means the United States of America, (including the
District of Columbia and the Commonwealth of Puerto Rico) and its possessions.

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

         "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, and shall also include a depository 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 U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such

                                       12
<PAGE>

custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of principal
of or interest on the U.S. Government Obligation evidenced by such depository
receipt.

         Section 102. Compliance Certificates and Opinions.

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture (other than the delivery of any
Debt Security to the Trustee for authentication pursuant to Section 303), the
Company shall furnish to the Trustee, if so requested by the Trustee, an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

         Section 103. Form of Documents Delivered to Trustee.

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

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or

                                       13
<PAGE>

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

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

         Section 104. Acts of Holders.

                  (a)      Any request, demand, authorization, direction,
         notice, consent, waiver or other action provided by this Indenture to
         be given or taken by Holders may be embodied in and evidenced by one or
         more instruments of substantially similar tenor signed by such Holders
         in person or by an agent duly appointed in writing. If Debt Securities
         of a series are issuable in whole or in part as Bearer Securities, any
         request, demand, authorization, direction, notice, consent, waiver or
         other action provided by this Indenture to be given or taken by Holders
         may, alternatively, be embodied in and evidenced by the record of
         Holders of Debt Securities voting in favor thereof, either in person or
         by proxies duly appointed in writing, at any meeting of Holders of Debt
         Securities duly called and held in accordance with the provisions of
         Article XVI, or a combination of such instruments and any such record.
         Except as herein otherwise expressly provided, such action shall become
         effective when such instrument or instruments or record or both are
         delivered to the Trustee, and, where it is hereby expressly required,
         to the Company. Such instrument or instruments and any such record (and
         the action embodied therein and evidenced thereby) are herein sometimes
         referred to as the "Act" of the Holders signing such instrument or
         instruments and so voting at any such meeting. Proof of execution of
         any such instrument or of a writing appointing any such agent, or the
         holding by any Person of a Debt Security, shall be sufficient for any
         purpose of this Indenture and (subject to Section 601) conclusive in
         favor of the Trustee and the Company, if made in the manner provided in
         this Section. The record of any meeting of Holders of Debt Securities
         shall be proved in the manner provided in Section 1606.

                  (b)      The fact and date of the execution by any Person of
         any such instrument or writing may be proved in any manner which the
         Trustee deems sufficient.

                  (c)      The ownership of Registered Securities shall be
         proved by the Security Register.

                                       14
<PAGE>

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

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

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

                  (g)      For purposes of determining the principal amount of
         Outstanding Debt Securities of any series of Holders of which are
         required, requested or permitted to give any request, demand,
         authorization, direction, notice, consent, waiver or take any other Act
         under this Indenture, (i) each Original Issue Discount Security shall
         be deemed to have the principal amount determined by the Trustee that
         could be declared to be due and payable pursuant to the terms of such
         Original Issue Discount Security as of the date there is delivered to
         the Trustee and, where it is hereby expressly required, to the Company,
         such Act by Holders of the required aggregate principal amount of the
         Outstanding Debt Securities of such series and (ii) each Debt Security
         denominated in a Foreign Currency or composite currency shall be deemed
         to have the principal amount determined by the Exchange Rate Agent by
         converting the principal amount of such Debt Security in the currency
         in which such Debt Security is denominated into Dollars at the Exchange
         Rate as of the date such Act is delivered to the Trustee and, where it
         is hereby expressly required, to the Company, by Holders of the
         required aggregate principal amount of the Outstanding Debt Securities
         of such series (or, if there is

                                       15
<PAGE>

         no such rate on such date, such rate on the date determined as
         specified as contemplated in Section 301).

                  (h)      The Company may set a record date for purposes of
         determining the identity of Holders of Debt Securities of any series
         entitled to vote or consent to any action by vote or consent authorized
         or permitted by Section 512 or Section 513. Such record date shall be
         the later of 30 days prior to the first solicitation of such consent or
         the date of the most recent list of Holders of such Debt Securities
         furnished to the Trustee pursuant to Section 701 prior to such
         solicitation.

         Section 105. Notices, etc., to Trustee and Company.

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

                  (1)      the Trustee by any Holder, any holder of Capital
         Trust Securities or the Company shall be sufficient for every purpose
         hereunder (unless otherwise herein expressly provided), if made, given,
         furnished or filed in writing to or with the Trustee at its Corporate
         Trust Office, Attention: Corporate Trust Division, or

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

         Section 106. Notice to Holders; Waiver.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at such Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series are
then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if
the Debt Securities of such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in Luxembourg and, if the
Debt Securities of such series are then listed on any other stock exchange
outside the United States and such stock exchange shall so require, in any other
required city outside the United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to be not later than the
latest date and not earlier than the earliest date prescribed for the giving of
such notice. In case, by reason of the suspension of or irregularities in
regular mail service

                                       16
<PAGE>

or for any other reason, it shall be impossible or impracticable to mail notice
of any event to Holders when said notice is required to be given pursuant to any
provision of this Indenture or of the Debt Securities, then any manner of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.

         In any case where notice to Holders of Registered Securities is to be
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice by publication to Holders of Bearer
Securities given as provided above.

         In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
as provided above, then such method of publication or notification as shall be
made with the approval of the Trustee shall constitute a sufficient publication
of such notice. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice mailed to Holders of Registered
Securities as provided above.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

         Section 107. Conflict with Trust Indenture Act.

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

         Section 108. Effect of Headings and Table of Contents.

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

         Section 109. Successors and Assigns.

         All covenants and agreements in this Indenture by the Company shall
bind its successors and assigns, whether expressed or not.

                                       17
<PAGE>

         Section 110. Separability Clause.

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

         Section 111. Benefits of Indenture.

         Nothing in this Indenture or in the Debt Securities or coupons, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, any Paying Agent, the Holders and, to the extent expressly
provided in Sections 502, 508, 509, 511, 513, 901 and 902, the holders of
Capital Trust Securities, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

         Section 112. Governing Law.

         This Indenture and the Debt Securities and coupons shall be governed by
and construed in accordance with the laws of the Commonwealth of Puerto Rico.

         Section 113. Legal Holidays.

         In any case where any Interest Payment Date, Redemption Date, Capital
Exchange Date, Repayment Date or Stated Maturity of any Debt Security shall not
be a Business Day at any Place of Payment or Place of Capital Exchange, then
(notwithstanding any other provision of this Indenture or of the Debt Securities
or coupons) payment of interest or principal (and premium, if any) or exchange
of Debt Securities for Capital Securities or cash need not be made at such Place
of Payment or Place of Capital Exchange on such date, but may be made on the
next succeeding Business Day at such Place of Payment or Place of Capital
Exchange with the same force and effect as if made on the Interest Payment Date,
Capital Exchange Date, Redemption Date, Repayment Date or at the Stated
Maturity, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date, Repayment Date, Capital Exchange Date or
Stated Maturity, as the case may be.

         Section 114. Counterparts.

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

                                   ARTICLE II

                               DEBT SECURITY FORMS

         Section 201. Forms Generally.

         The Registered Securities, if any, and the Bearer Securities and
related coupons, if any, of each series shall be in substantially the form
(including temporary or permanent global form) as shall be established in or
pursuant to a

                                       18
<PAGE>

Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply with the rules of any securities exchange,
or as may, consistently herewith, be determined by the officers executing such
Debt Securities or coupons, as evidenced by their signatures on the Debt
Securities or coupons. If the form of Debt Securities of any series or coupons
(including any such Global Security) is established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such Debt
Securities or coupons. Unless otherwise specified as contemplated by Section
301, Debt Securities in bearer form other than Debt Securities in temporary or
permanent global form shall have coupons attached. The definitive Debt
Securities and coupons, if any, shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Debt Securities, as evidenced by the execution of
such Debt Securities and coupons.

         Section 202. Form of Trustee's Certificate of Authentication.

         This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

                                            ___________________________________,
                                            not in its individual capacity
                                            but solely as Trustee


                                            By__________________________________
                                                      Authorized Officer

         Section 203. Debt Securities in Global Form.

         If Debt Securities of a series are issuable in whole or in part in
global form, as specified as contemplated by Section 301, then, notwithstanding
clause (12) of Section 301 and the provisions of Section 302, such Global
Security shall represent such of the outstanding Debt Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Debt Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Global Security to reflect the amount, or any increase or decrease in the
amounts, of Outstanding Debt Securities represented thereby shall be made in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304.

         The provisions of the last sentence of Section 303(g) shall apply to
any Debt Securities represented by a Debt Security in global form if such Debt

                                       19
<PAGE>

Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an
Opinion of Counsel) with respect to the reduction in the principal amount of
Debt Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 303(g).

         Global Securities may be issued in either registered or bearer form and
in either temporary or permanent form.

                                   ARTICLE III

                               THE DEBT SECURITIES

         Section 301. Amount Unlimited; Issuance in Series.

         The aggregate principal amount of Debt Securities which may be
authenticated and delivered under this Indenture is unlimited.

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

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

                  (2)      the limit, if any, upon the aggregate principal
         amount of the Debt Securities of the series which may be authenticated
         and delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Debt Securities of the series
         pursuant to Section 304, 305, 306, 906, 1107, 1303, 1408 or 1903 and
         except for any Debt Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3)      the date or dates on which the principal and premium,
         if any, of the Debt Securities of the series are payable;

                  (4)      the rate or rates, if any, at which the Debt
         Securities of the series shall bear interest, the rate or rates of and
         extent to which Additional Interest, if any, shall be payable in
         respect of any Debt Securities of the series, or the method or methods
         by which such rate or rates may be determined, the date or dates from
         which such interest or Additional Interest shall accrue, the Interest
         Payment Dates on which such interest shall be payable, the right,
         pursuant to Section 313 or as otherwise set forth therein, of the
         Company to defer or extend an Interest Payment Date, the Regular Record
         Date for the interest payable on any Registered Security on any
         Interest Payment Date and the other circumstances, if any, in which the
         Company may defer interest payments;

                                       20
<PAGE>

                  (5)      the place or places where, subject to the provisions
         of Section 1002, the principal of (and premium, if any) and interest
         (including Additional Interest) on Debt Securities of the series shall
         be payable, any Registered Securities of the series may be surrendered
         for registration of transfer, Debt Securities of the series may be
         surrendered for exchange and notices and demands to or upon the Company
         in respect of the Debt Securities of the series and this Indenture may
         be served and where notices to Holders pursuant to Section 106 will be
         published;

                  (6)      if applicable, the period or periods within which or
         the date or dates on which, the price or prices at which and the terms
         and conditions upon which Debt Securities of the series may be
         redeemed, in whole or in part, at the option of the Company;

                  (7)      if applicable, the place or places at which, the
         period or periods within which, the price or prices at which and the
         terms and conditions upon which Debt Securities shall be exchangeable
         for Capital Securities of the Company, which terms and conditions shall
         not be inconsistent with Article XIV;

                  (8)      any covenant or option of the Company to create a
         Securities Fund for the repayment of the Debt Securities and the terms
         and conditions of such Securities Fund, which terms and conditions
         shall not be inconsistent with Article XV;

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

                  (10)     whether Debt Securities of the series are to be
         issuable as Registered Securities, Bearer Securities or both, whether
         Debt Securities of the series are to be issuable with or without
         coupons or both and, in the case of Bearer Securities, the date as of
         which such Bearer Securities shall be dated if other than the date of
         original issuance of the first Debt Security of such series of like
         tenor and term to be issued;

                  (11)     whether the Debt Securities of the series shall be
         issued in whole or in part in the form of a Global Security or
         Securities and, in such case, the Depositary and Global Exchange Agent
         for such Global Security or Securities, whether such global form shall
         be permanent or temporary and, if applicable, the Global Exchange Date;

                  (12)     if Debt Securities of the series are to be issuable
         initially in the form of a temporary Global Security, the circumstances
         under which the temporary Global Security can be exchanged for
         definitive Debt Securities and whether the definitive Debt Securities
         will be Registered and/or Bearer Securities and will be in global form
         and whether interest (including any Additional Interest) in respect of
         any portion of such Global Security payable in respect of an Interest
         Payment Date prior

                                       21
<PAGE>

         to the Global Exchange Date shall be paid to any clearing organization
         with respect to a portion of such Global Security held for its account
         and, in such event, the terms and conditions (including any
         certification requirements) upon which any such interest payment
         received by a clearing organization will be credited to the Persons
         entitled to interest payable on such Interest Payment Date if other
         than as provided in this Article III;

                  (13)     whether, and under what conditions, additional
         amounts will be payable to Holders of Debt Securities of the series
         pursuant to Section 1006;

                  (14)     the denominations in which any Registered Securities
         of the series shall be issuable, if other than denominations of $1,000
         and any integral multiple thereof, and the denominations in which any
         Bearer Securities of such series shall be issuable, if other than the
         denomination of $5,000;

                  (15)     if other than the principal amount thereof, the
         portion of the principal amount of Debt Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 502;

                  (16)     the currency or currencies of denomination of the
         Debt Securities of any series, which may be in Dollars, any Foreign
         Currency or any composite currency, including but not limited to the
         Euro, and, if any such currency of denomination is a composite currency
         other than the Euro, the agency or organization, if any, responsible
         for overseeing such composite currency;

                  (17)     the currency or currencies in which payment of the
         principal of (and premium, if any) and interest (including any
         Additional Interest) on the Debt Securities will be made, the currency
         or currencies, if any, in which payment of the principal of (and
         premium, if any) or the interest (including any Additional Interest) on
         Registered Securities, at the election of each of the Holders thereof,
         may also be payable and the periods within which and the terms and
         conditions upon which such election is to be made and the Exchange Rate
         and Exchange Rate Agent;

                  (18)     if the amount of payments of principal of (and
         premium, if any) or interest (including any Additional Interest) on the
         Debt Securities of the series may be determined with reference to an
         index based on a currency or currencies other than that in which the
         Debt Securities are denominated or designated to be payable, the manner
         in which such amounts shall be determined;

                  (19)     if payments of principal of (and premium, if any) or
         interest (including any Additional Interest) on the Debt Securities of
         the series are to be made in a Foreign Currency other than the currency
         in which such Debt Securities are denominated, the manner in which the
         Exchange Rate with respect to such payments shall be determined or if
         the

                                       22
<PAGE>

         Exchange Rate is to be determined otherwise than as provided in Section
         101;

                  (20)     any Events of Default with respect to Debt Securities
         of such series, if not set forth herein, and any Events of Default set
         forth herein that shall not apply to Debt Securities of the series;

                  (21)     any other covenant or warranty included for the
         benefit of the Debt Securities of the series in addition to (and not
         inconsistent with) those set forth herein for the benefit of Debt
         Securities of all series, or any other covenant or warranty included
         for the benefit of Debt Securities of the series in lieu of any
         covenant or warranty set forth herein for the benefit of Debt
         Securities of all series, or any provision that any covenant or
         warranty set forth herein for the benefit of Debt Securities of all
         series shall not be for the benefit of Debt Securities of such series,
         or any combination of such covenants, warranties or provisions and
         whether the provisions of Section 1005 will not apply such covenants
         and warranties;

                  (22)     the terms and conditions, if any, pursuant to which
         the Company's obligations under this Indenture may be terminated
         through the deposit of money or Eligible Instruments as provided in
         Articles IV and XVII;

                  (23)     the Person or Persons who shall be Security Registrar
         for the Debt Securities of such series if other than the Trustee, and
         the place or places where the Security Register for such series shall
         be maintained and the Person or Persons who will be the initial Paying
         Agent or Agents, if other than the Trustee;

                  (24)     whether the Debt Securities of the series are
         Convertible Securities and the terms related thereto including the
         Conversion Price and the date on which the right to convert expires;

                  (25)     if such Debt Securities are to be issued to an Issuer
         Trust, the form or forms of the Trust Agreement and Guarantee Agreement
         relating thereto;

                  (26)     if other than as set forth herein, the relative
         degree, if any, to which the Debt Securities of the series shall be
         senior to or be subordinated to other series of Debt Securities in
         right of payment, whether such other series of Debt Securities are
         Outstanding or not; and

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

         All Debt Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolution and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

                                       23
<PAGE>

         Debt Securities of any particular series may be issued at various
times, with different dates on which the principal or any installment of
principal is payable, with different rates of interest, if any, or different
methods by which rates of interest may be determined, with different dates on
which such interest may be payable and with different Redemption or Repayment
Dates and may be denominated in different currencies or payable in different
currencies.

         If any of the terms of a series of Debt Securities are established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series.

         Section 302. Denominations.

         Debt Securities of each series shall be issuable in such form and
denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers' Certificate
delivered pursuant to Section 301. In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denominations of $5,000.

         Section 303. Execution, Authentication, Delivery and Dating.

                  (a)      The Debt Securities shall be executed on behalf of
         the Company by its Chairman of the Board, a Vice Chairman of the Board,
         the President or a Vice President, and by its Treasurer or one of its
         Assistant Treasurers or its Secretary or one of its Assistant
         Secretaries under its corporate seal reproduced thereon. The signature
         of any of these officers on the Debt Securities may be manual or
         facsimile. Coupons shall bear the facsimile signature of an authorized
         officer of the Company.

                  Debt Securities and coupons bearing the manual or facsimile
         signatures of individuals who were at any time the proper officers of
         the Company shall bind the Company, notwithstanding that such
         individuals or any of them have ceased to hold such offices prior to
         the authentication and delivery of such Debt Securities or coupons of
         any series or did not hold such offices at the date of such Debt
         Securities or coupons.

                  (b)      At any time and from time to time after the execution
         and delivery of this Indenture, Debt Securities of any series may be
         executed by the Company and delivered to the Trustee for
         authentication, and, except as otherwise provided in this Article III,
         shall thereupon be authenticated and delivered by the Trustee upon
         Company Order, without any further action by the Company; provided,
         however, that, in connection with its original issuance, a Bearer
         Security may be delivered only outside the United States and, except in
         the case of a temporary Global Security, only if the Company or its
         agent shall have received the certification required pursuant to
         Sections 304(b)(iii) and (iv), unless such certification shall

                                       24

<PAGE>

         have been provided earlier pursuant to Section 304(b)(v) hereof, and
         only if the Company has no reason to know that such certification is
         false.

         To the extent authorized in or pursuant to a Board Resolution and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer
or employee of the Company, may be electronically transmitted, and may provide
instructions as to registration of holders, principal amounts, rates of
interest, maturity dates and other matters contemplated by such Board Resolution
and Officers' Certificate or supplemental indenture to be so instructed in
respect thereof. Before authorizing and delivering the first Debt Securities of
any series (and upon request of the Trustee thereafter), the Company shall
deliver to the Trustee (i) the certificates called for under Sections 201 and
301 hereof and (ii) an Opinion of Counsel described in the next sentence.

         In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any Debt Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of
such Debt Securities, and (subject to Section 601) shall be fully protected in
relying upon:

                  (i) a Board Resolution relating thereto and, if applicable, an
         appropriate record of any action taken pursuant to such resolution
         certified by the Secretary or an Assistant Secretary of the Company;

                  (ii) an executed supplemental indenture, if any, relating
         thereto;

                  (iii) an Officers' Certificate setting forth the form and
         terms of the Debt Securities of such series and coupons, if any,
         pursuant to Sections 201 and 301 and stating that all conditions
         precedent provided for in this Indenture relating to the issuance of
         such Debt Securities have been complied with; and

                  (iv) an Opinion of Counsel stating

                           (A)      that the form of such Debt Securities and
                  coupons, if any, has been established in or pursuant to a
                  Board Resolution or by a supplemental indenture as permitted
                  by Section 201 in conformity with the provisions of this
                  Indenture;

                           (B)      that the terms of such Debt Securities and
                  coupons, if any, have been established in or pursuant to a
                  Board Resolution or by a supplemental indenture as permitted
                  by Section 301 in conformity with the provisions of this
                  Indenture; and

                           (C)      that such Debt Securities and coupons, if
                  any, when authenticated and delivered by the Trustee and
                  issued by the Company in the manner and subject to any
                  conditions specified in such Opinion of Counsel, will
                  constitute valid and binding obligations of the Company,
                  enforceable in accordance with their

                                       25

<PAGE>

                  terms, except that where Debt Securities of any series are to
                  be exchanged for Capital Securities or paid from the
                  Securities Fund, the issuance of Capital Securities will
                  require further action by the Board of Directors, and subject,
                  as to enforcement of remedies, to applicable bankruptcy,
                  reorganization, insolvency, moratorium or other laws affecting
                  creditors' rights generally and the application of general
                  principles of equity and except further as enforcement thereof
                  may be limited by (i) requirements that a claim with respect
                  to any Debt Securities denominated other than in Dollars (or a
                  Foreign Currency or currency unit judgment in respect of such
                  claim) be converted into Dollars at a rate of exchange
                  prevailing on a date determined pursuant to applicable law or
                  (ii) governmental authority to limit, delay or prohibit the
                  making of payments in Foreign Currencies or currency units or
                  payments outside the United States.

                  (c)      If the Company shall establish pursuant to Section
         301 that the Debt Securities of a series are to be issued in whole or
         in part in the form of one or more Global Securities, then the Company
         shall execute and the Trustee shall, in accordance with this Section
         and the Company Order with respect to such series, authenticate and
         deliver one or more Global Securities in permanent or temporary form
         that (i) shall represent and shall be denominated in an aggregate
         amount equal to the aggregate principal amount of the Outstanding Debt
         Securities of such series to be represented by one or more Global
         Securities, (ii) shall be registered in the name of the Depositary for
         such Global Security or Securities or the nominee of such Depositary
         and (iii) shall be delivered by the Trustee to such Depositary or
         pursuant to such Depositary's instructions.

                  (d)      The Trustee shall have the right to decline to
         authenticate and deliver any Debt Securities under this Section 303 if
         the issuance of such Debt Securities will adversely affect the
         Trustee's own rights, duties or immunities under the Debt Securities
         and this Indenture or otherwise in a manner which is not reasonably
         acceptable to the Trustee.

                  (e)      If all the Debt Securities of any series are not to
         be issued at one time, it shall not be necessary to deliver an Opinion
         of Counsel at the time of issuance of each Debt Security, but such
         Opinion of Counsel, with appropriate modifications, may instead be
         delivered at or prior to the time of the first issuance of Debt
         Securities of such series.

                  (f)      Each Registered Security shall be dated the date of
         its authentication. Each Bearer Security shall be dated as of the date
         specified as contemplated by Section 301.

                  (g)      No Debt Security or coupon attached thereto shall be
         entitled to any benefit under this Indenture or be valid or obligatory
         for any purpose, unless there appears on such Debt Security a
         certificate of authentication substantially in the form provided for
         herein executed by the Trustee, and such certificate upon any Debt
         Security shall be conclusive evidence, and the only evidence, that such
         Debt Security has been duly authenticated and delivered hereunder.
         Except as permitted by

                                       26

<PAGE>

         Section 306, the Trustee shall not authenticate and deliver any Bearer
         Security unless all appurtenant coupons for interest then matured have
         been detached and cancelled. Notwithstanding the foregoing, if any Debt
         Security or portion thereof shall have been duly authenticated and
         delivered hereunder but never issued and sold by the Company, and the
         Company shall deliver such Debt Security to the Trustee for
         cancellation as provided in Section 309 together with a written
         statement (which need not comply with Section 102 and need not be
         accompanied by an Opinion of Counsel) stating that such Debt Security
         or portion thereof has never been issued and sold by the Company, for
         all purposes of this Indenture such Debt Security shall be deemed never
         to have been authenticated and delivered hereunder and shall never be
         entitled to the benefits of this Indenture.

                  (h)      Each Depositary designated pursuant to Section 301
         for a Global Security in registered form must, at the time of its
         designation and at all times while it serves as Depositary, be a
         clearing agency registered under the Securities Exchange Act of 1934
         and any other applicable statute or regulation.

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

         Section 304. Temporary Debt Securities.

                  (a)      Pending the preparation of definitive Debt Securities
         of any series, the Company may execute, and upon receipt of documents
         required by Sections 301 and 303, together with a Company Order, the
         Trustee shall authenticate and deliver, temporary Debt Securities which
         are printed, lithographed, typewritten, mimeographed or otherwise
         produced, in any denomination, substantially of the tenor and terms of
         the definitive Debt Securities in lieu of which they are issued in
         registered form or, if authorized, in bearer form with one or more
         coupons or without coupons, and with such appropriate insertions,
         omissions, substitutions and other variations as the officers executing
         such Debt Securities may determine, as evidenced by their signatures on
         such Debt Securities. In the case of Debt Securities of any series
         issuable as Bearer Securities, such temporary Debt Securities may be in
         global form, representing all or any part of the Outstanding Debt
         Securities of such series.

                  (b)      Unless otherwise provided pursuant to Section 301:

                                       27

<PAGE>

                  (i) Except in the case of temporary Debt Securities in global
         form, if temporary Debt Securities of any series are issued, the
         Company will cause definitive Debt Securities of such series to be
         prepared without unreasonable delay. After the preparation of
         definitive Debt Securities of such series, the related temporary Debt
         Securities shall be exchangeable for such definitive Debt Securities
         upon surrender of the temporary Debt Securities of such series at the
         office or agency of the Company in the Place of Payment for such
         series, without charge to the Holder. Upon surrender for cancellation
         of any one or more temporary Debt Securities of any series
         (accompanied, if applicable, by all unmatured coupons and all matured
         coupons in default appertaining thereto), the Company shall execute and
         the Trustee shall authenticate and deliver in exchange therefor a like
         principal amount of definitive Debt Securities of the same series of
         like tenor and terms and of authorized denominations; provided,
         however, that no Bearer Security shall be delivered in exchange for a
         Registered Security; and provided, further, that a Bearer Security
         shall be delivered in exchange for a Bearer Security only in compliance
         with the conditions set forth in Section 305.

                  (ii) If Debt Securities of any series are issued in temporary
         global form, any such temporary Global Security shall, unless otherwise
         provided pursuant to Section 301, be delivered to the Depositary for
         the benefit of Euroclear and Clearstream, for credit to the respective
         accounts of the beneficial owners of such Debt Securities (or to such
         other accounts as they may direct).

                  (iii) Without unnecessary delay but in any event not later
         than the date specified in, or determined pursuant to the terms of, any
         such temporary Global Security (the "Global Exchange Date"), the
         Company shall deliver definitive Debt Securities to the Trustee or the
         agent appointed by the Company pursuant to Section 301 to effect the
         exchange of the temporary Global Security for definitive Debt
         Securities (the "Global Exchange Agent"), in an aggregate principal
         amount equal to the principal amount of such temporary Global Security,
         executed by the Company. On or after the Global Exchange Date, such
         temporary Global Security shall be surrendered by the Depositary to the
         Global Exchange Agent, to be exchanged, in whole or from time to time
         in part, for definitive Debt Securities without charge and the Trustee
         or the Global Exchange Agent, if authorized by the Trustee pursuant to
         Section 614, shall authenticate and deliver, in exchange for each
         portion of such temporary Global Security, an equal aggregate principal
         amount of definitive Debt Securities of the same series of authorized
         denominations and of like tenor and terms as the portion of such
         temporary Global Security to be exchanged. Upon any exchange of a part
         of such temporary Global Security for definitive Debt Securities, the
         portion of the principal amount and any interest (including any
         Additional Interest) thereon so exchanged shall be endorsed by the
         Global Exchange Agent on a schedule to such temporary Global Security,
         whereupon the principal amount and interest payable with respect to
         such temporary Global Security shall be reduced for all purposes by the
         amount so exchanged and endorsed. The definitive Debt Securities to be
         delivered in exchange for any such temporary Global Security shall be
         in

                                       28

<PAGE>

         bearer form, registered form, global registered form or global bearer
         form, or any combination thereof, as specified and contemplated by
         Section 301, and, if any combination thereof is so specified, as
         requested by the beneficial owner thereof; provided, however, that, in
         the case of the exchange of the temporary Global Security for
         definitive Bearer Securities (including a definitive Global Bearer
         Security), upon such presentation by the Depositary, such temporary
         Global Security shall be accompanied by a certificate signed by
         Euroclear as to the portion of such temporary Global Security held for
         its account then to be exchanged and a certificate signed by
         Clearstream as to the portion of such temporary Global Security held
         for its account then to be exchanged, each in the form set forth in
         Exhibit B to this Indenture, unless such certificate(s) shall have been
         provided earlier pursuant to Section 304(b)(v) hereof; and provided,
         further, that definitive Bearer Securities (including a definitive
         Global Bearer Security) shall be delivered in exchange for a portion of
         a temporary Global Security only in compliance with the requirements of
         Section 303.

                  (iv) The interest of a beneficial owner of Debt Securities of
         a series in a temporary Global Security shall be exchanged for
         definitive Debt Securities of the same series and of like tenor and
         terms following the Global Exchange Date when the account holder
         instructs Euroclear or Clearstream, as the case may be, to request such
         exchange on such account holder's behalf and, in the case of the
         exchange of the temporary Global Security for definitive Bearer
         Securities (including a definitive Global Bearer Security), unless such
         certificate(s) shall have been provided earlier pursuant to Section
         304(b)(v) hereof, the account holder delivers to Euroclear or
         Clearstream, as the case may be, a certificate in the form set forth in
         Exhibit A-1 and, if applicable, A-2 to this Indenture, dated no earlier
         than 15 days prior to the Global Exchange Date, copies of which
         certificate shall be available from the offices of Euroclear and
         Clearstream, the Global Exchange Agent, any authenticating agent
         appointed for such series of Debt Securities and each Paying Agent.
         Unless otherwise specified in such temporary Global Security, any such
         exchange shall be made free of charge to the beneficial owners of such
         temporary Global Security, except that a Person receiving definitive
         Debt Securities must bear the cost of insurance, postage,
         transportation and the like in the event that such Person does not take
         delivery of such definitive Debt Securities in person at the offices of
         Euroclear and Clearstream. Definitive Debt Securities in bearer form to
         be delivered in exchange for any portion of a temporary Global Security
         shall be delivered only outside the United States.

                  (v) Until exchanged in full as hereinabove provided, the
         temporary Debt Securities of any series shall in all respects be
         entitled to the same benefits under this Indenture as definitive Debt
         Securities of the same series and of like tenor and terms authenticated
         and delivered hereunder, except that interest (including any Additional
         Interest) payable on a temporary Global Security on an Interest Payment
         Date shall be payable to Euroclear and Clearstream on such Interest
         Payment Date only if there has been delivery by Euroclear and
         Clearstream to the Global Exchange Agent of a certificate or
         certificates in the form set forth in

                                       29

<PAGE>

         Exhibit B to this Indenture dated no earlier than the first Interest
         Payment Date, for credit without further interest on or after such
         Interest Payment Date to the respective accounts of the Persons who are
         the beneficial owners of such temporary Global Security on such
         Interest Payment Date and who have each delivered to Euroclear or
         Clearstream, as the case may be, a certificate in the form set forth in
         Exhibit A-1 and, if applicable, A-2 to this Indenture dated no earlier
         than the first Interest Payment Date. Any interest so received by
         Euroclear and Clearstream and not paid as herein provided prior to the
         Global Exchange Date shall be returned to the Global Exchange Agent
         which, upon expiration of two years after such Interest Payment Date,
         shall repay such interest to the Company in accordance with Section
         1003.

         Section 305. Registration; Registration of Transfer and Exchange.

         The Company shall cause to be kept at one of the offices or agencies to
be maintained by the Company in accordance with the provisions of this Section
305 and Section 1002, with respect to the Debt Securities of each series which
are Registered Securities, a register (herein sometimes referred to as the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. Pursuant to Section 301,
the Company shall appoint, with respect to Debt Securities of each series which
are Registered Securities, a "Security Registrar" for the purpose of registering
such Debt Securities and transfers and exchanges of such Debt Securities as
herein provided.

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

         At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
form and denomination, of like tenor and terms and aggregate principal amount,
upon surrender of the Registered Securities to be exchanged at such office or
agency. Bearer Securities may not be delivered in exchange for Registered
Securities.

         At the option of the Holder, Registered Securities or Bearer Securities
of any series may be issued in exchange for Bearer Securities (except as
otherwise specified as contemplated by Section 301 with respect to a Bearer
Security in global form) of the same series, of any authorized denominations and
of like tenor and terms and aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any such office or agency, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured coupon
or coupons or matured coupon or coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds acceptable
to the Company and the Trustee in an amount equal to the face amount of such
missing coupon or

                                       30

<PAGE>

coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as otherwise provided in Section 1002, interest
represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered Security
of the same series and like tenor and terms after the close of business at such
office or agency of (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or (ii)
any Special Record Date and before the opening of business at such office or
agency on the related date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date or proposed date of payment, as the case may be.

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

         If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at any time the Depositary for the
Debt Securities of such series shall no longer be eligible under Section 303(h),
the Company shall appoint a successor Depositary with respect to the Debt
Securities of such series. If a successor Depositary for the Debt Securities of
such series is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 301(11) shall no longer be effective with respect
to the Debt Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

         The Company may at any time and in its sole discretion determine that
the Debt Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a
Company Order for the authentication and delivery of definitive Debt Securities
of such series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

         If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in

                                       31

<PAGE>

whole or in part for Debt Securities of such series of like tenor and terms and
in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

                  (a)      to each Person specified by such Depositary a new
         Debt Security or Securities of the same series, of like tenor and terms
         and of any authorized denominations as requested by such person in
         aggregate principal amount equal to and in exchange for such Person's
         beneficial interest in the Global Security; and

                  (b)      to such Depositary a new Global Security of like
         tenor and terms and in a denomination equal to the difference, if any,
         between the principal amount of the surrendered Global Security and the
         aggregate principal amount of Debt Securities delivered to Holders
         thereof.

         In any exchange provided for in any of the preceding three paragraphs,
the Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations, if the
Debt Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate substantially in the form set forth in Exhibit A-1 and,
if applicable, A-2 hereto; and provided further that delivery of a Bearer
Security shall occur only outside the United States; and provided further that
no definitive Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

         Upon the exchange of a Global Security for Debt Securities in
definitive form, such Global Security shall be cancelled by the Trustee.
Registered Securities issued in exchange for a Global Security pursuant to this
Section shall be registered in such names and in such authorized denominations
as the Depositary for such Global Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee. The
Trustee shall deliver such Registered Securities to the persons in whose names
such Debt Securities are so registered. The Trustee shall deliver Bearer
Securities issued in exchange for a Global Security pursuant to this Section to
the persons, and in such authorized denominations, as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Global Security unless the Company or its agent shall have received from the
person entitled to receive the definitive Bearer Security a certificate
substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto; and provided further that delivery of a Bearer Security shall occur only
outside the United States; and provided further that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false.

                                       32

<PAGE>

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

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

         No service charge shall be made for any registration of transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

         The Company shall not be required (i) to issue, register the transfer
of or exchange Debt Securities of any particular series to be redeemed or
exchanged for Capital Securities for a period of fifteen days preceding the
first publication of the relevant notice of redemption or exchange or, if
Registered Securities are outstanding and there is no publication, the mailing
of the relevant notice of redemption or exchange, or (ii) to register the
transfer of or exchange any Registered Security so selected for redemption or
exchange in whole or in part, except the unredeemed or unexchanged portion of
such Registered Security being redeemed or exchanged in part, or (iii) to
exchange any Bearer Security so selected for redemption or exchange except that
such a Bearer Security may be exchanged for a Registered Security of like tenor
and terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption or exchange.

         Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such
exchanges thereafter unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders
to the Security Registrar.

         Section 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

         If (i) any mutilated Debt Security or a Bearer Security with a
mutilated coupon appertaining to it is surrendered to a Paying Agent outside the
United States designated by the Company, or, in the case of any Registered
Security, to the Trustee, or (ii) the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Debt Security or
coupon,

                                       33

<PAGE>

and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Company and the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any
such destroyed, lost or stolen Debt Security, a new Debt Security of like tenor
and terms and principal amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupon, if any, appertaining to
such destroyed, lost or stolen Debt Security or to the Debt Security to which
such destroyed, lost or stolen coupon appertains; provided, however, that any
such new Bearer Security will be delivered only in compliance with the
conditions set forth in Section 305.

         In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States; and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

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

         Every new Debt Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Bearer Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series and their coupons, if any,
duly issued hereunder.

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

                                       34

<PAGE>

         Section 307. Payment of Interest and Additional Interest; Interest
Rights Preserved.

         Interest and any Additional Interest on any Registered Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Registered Security (or one
or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest. In case a Bearer Security of any series
is surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such series)
on any Regular Record Date and before the opening of business (at such office or
agency) on the next succeeding Interest Payment Date, such Bearer Security shall
be surrendered without the coupon relating to such Interest Payment Date and
interest and any Additional Interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon when due
in accordance with the provisions of this Indenture. At the option of the
Company, payment of interest and any Additional Interest on any Registered
Security may be made by check in the currency designated for such payment
pursuant to the terms of such Registered Security mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account in such currency designated by such Person in
writing not later than ten days prior to the date of such payment.

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

                  (1)      The Company may elect to make payment of any
         Defaulted Interest to the Persons in whose names the Registered
         Securities of such series (or their respective Predecessor Securities)
         are registered at the close of business on a Special Record Date for
         the payment of such Defaulted Interest, which shall be fixed in the
         following manner. The Company shall notify the Trustee in writing of
         the amount of Defaulted Interest proposed to be paid on each Registered
         Security of such series and the date of the proposed payment, and at
         the same time the Company shall deposit with the Trustee an amount of
         money and/or, to the extent such Debt Securities are denominated and
         payable in Dollars only, Eligible Instruments the payments of principal
         and interest on which when due (and without reinvestment and providing
         no tax liability will be imposed upon the Trustee or the Holder of such
         Registered Securities) will provide money in such amounts as will
         (together with any money irrevocably deposited in trust with the
         Trustee, without investment) be 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 and/or Eligible Instruments
         when deposited to be held in trust for the benefit of the Persons
         entitled to such Defaulted Interest as in this clause provided.

                                       35

<PAGE>

         Thereupon the Trustee shall fix a Special Record Date for the payment
         of such Defaulted Interest which shall be not more than 15 days and not
         less than 10 days prior to the date of the proposed payment and not
         less than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         Special Record Date. Unless the Trustee is acting as the Security
         Registrar, promptly after such Special Record Date, the Company shall
         furnish the Trustee with a list, or shall make arrangements
         satisfactory to the Trustee with respect thereto, of the names and
         addresses of, and principal amounts of Registered Securities of such
         series held by, the Holders appearing on the Security Register at the
         close of business on such Special Record Date. In the name and at the
         expense of the Company, the Trustee shall cause notice of the proposed
         payment of such Defaulted Interest and the Special Record Date therefor
         to be mailed, first-class postage prepaid, to each Holder of Registered
         Securities of such series at his address as it appears in the Security
         Register, not less than 10 days prior to such Special Record Date.
         Notice of the proposed payment of such Defaulted Interest and the
         Special Record Date therefor having been mailed as aforesaid, such
         Defaulted Interest shall be paid to the Persons in whose names the
         Registered Securities of such series (or their respective Predecessor
         Securities) are registered at the close of business on such Special
         Record Date and shall no longer be payable pursuant to the following
         Clause (2). In case a Bearer Security of any series is surrendered at
         the office or agency in a Place of Payment for such series in exchange
         for a Registered Security of such series after the close of business at
         such office or agency on any Special Record Date and before the opening
         of business at such office or agency on the related proposed date for
         payment of Defaulted Interest, such Bearer Security shall be
         surrendered without the coupon relating to such proposed date of
         payment and Defaulted Interest will not be payable on such proposed
         date of payment in respect of the Registered Security issued in
         exchange for such Bearer Security, but will be payable only to the
         Holder of such coupon when due in accordance with the provisions of
         this Indenture.

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

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

         Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive the
interest payable on such coupon upon presentation and surrender of such coupon

                                       36

<PAGE>

on or after the Interest Payment Date of such coupon at an office or agency
maintained for such purpose pursuant to Section 1002.

         If any Registered Security is exchanged for Capital Securities after
any record date and on or prior to the next succeeding Interest Payment Date
(other than any Debt Security whose Maturity is prior to such Interest Payment
Date), interest whose Stated Maturity is on such Interest Payment Date shall be
paid by the Company on such Interest Payment Date notwithstanding such exchange,
and such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Debt Security is registered at the close
of business on such record date.

         If any Bearer Security is exchanged for Capital Securities after any
record date and on or prior to the next succeeding Interest Payment Date (other
than any Debt Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid by the
Company pursuant to such procedures as may be satisfactory to the Trustee.

         Section 308. Persons Deemed Owners.

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

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

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         Section 309. Cancellation.

         Unless otherwise provided with respect to a series of Debt Securities,
all Debt Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture, shall, if surrendered to the Company or any agent of the Company, be

                                       37

<PAGE>

delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be destroyed and certification
of their destruction delivered to the Company, upon request, unless by a Company
Order the Company shall direct that the cancelled Debt Securities or coupons be
returned to it.

         Section 310. Computation of Interest.

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

         Section 311. Certification by a Person Entitled to Delivery of a Bearer
Security.

         Whenever any provision of this Indenture or a Debt Security
contemplates that certification be given by a Person entitled to delivery of a
Bearer Security, such certification shall be provided substantially in the form
of Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall
be approved by the Company and consented to by the Trustee whose consent shall
not unreasonably be withheld.

         Section 312. Judgments.

         The Company may provide, pursuant to Section 301, for the Debt
Securities of any series that, to the fullest extent possible under applicable
law and except as may otherwise be specified as contemplated in Section 301, (a)
the obligation, if any, of the Company to pay the principal of (and premium, if
any) and interest (including any Additional Interest) on the Debt Securities of
any series and any appurtenant coupons in a Foreign Currency, composite currency
or Dollars (the "Designated Currency") as may be specified pursuant to Section
301 is of the essence and agrees that judgments in respect of such Debt
Securities shall be given in the Designated Currency; (b) the obligation of the
Company to make payments in the Designated Currency of the principal of (and
premium, if any) and interest (including any Additional Interest) on such Debt
Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reason falls short of the amount originally due, the
Company shall pay

                                       38

<PAGE>

such additional amounts as may be necessary to compensate for such shortfall;
and (d) any obligation of the Company not discharged by such payment shall be
due as a separate and independent obligation and, until discharged as provided
herein, shall continue in full force and effect.

         Section 313. Deferrals of Interest Payment Dates.

         If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods as may be specified as contemplated by
Section 301 (each, an "Extension Period"), during which Extension Periods the
Company shall, if so specified as contemplated by Section 301, have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Debt Securities (together with Additional Interest thereon, if
any, at the rate specified for the Debt Securities of such series to the extent
permitted by applicable law); provided, however, that no Extension Period shall
extend beyond the Stated Maturity of the principal of the Debt Securities of
such series; and provided further, however that, unless otherwise specified as
contemplated by Section 301, during any such Extension Period, the Company shall
not (i) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company that rank pari
passu in all respects with or junior in interest to the Debt Securities of such
series, or (ii) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (other than (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of an exchange, redemption or conversion of any class or series
of the Company's capital stock (or any capital stock of a subsidiary of the
Company) for any other class or series of the Company's capital stock, or of any
class or series of the Company's indebtedness for any class or series of the
Company's capital stock, (c) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the securities being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, (e) any payment by the Company under any
Guarantee Agreement, or (f) any dividend in the form of stock, warrants, options
or other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock). Prior
to the termination of any such Extension Period, the Company may further defer
the payment of interest, provided that no Event of Default has occurred and is
continuing, and provided,

                                       39

<PAGE>

further that no Extension Period shall exceed the period or periods specified in
such Debt Securities, extend beyond the Stated Maturity of the principal of such
Debt Securities or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period, subject to the
above conditions. No interest or Additional Interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest as and to the extent as may be specified
as contemplated by Section 301. The Company shall give the Holders of the Debt
Securities of such series and the Trustee notice of its election to begin any
such Extension Period at least one Business Day prior to the next succeeding
Interest Payment Date on which interest on Debt Securities of such series would
be payable but for such deferral or, with respect to any Debt Securities of a
series issued to an Issuer Trust, so long as any such Debt Securities are held
by such Issuer Trust, at least one Business Day prior to the earlier of (i) the
next succeeding date on which Distributions on the Capital Trust Securities of
such Issuer Trust would be payable but for such deferral, and (ii) the date on
which the Property Trustee of such Issuer Trust is required to give notice to
holders of such Capital Trust Securities of the record date or the date such
Distributions are payable. The Trustee shall promptly give notice of the
Company's election to begin any such Extension Period to the Holders of the
Outstanding Debt Securities of such series.

         Section 314. Right of Set-Off.

         With respect to the Debt Securities of a series initially issued to an
Issuer Trust, notwithstanding anything to the contrary herein, the Company shall
have the right to set off any payment it is otherwise required to make in
respect of any such Debt Security to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee Agreement relating to such payment in respect of such Debt Security or
a payment to a holder of Capital Trust Securities relating to such Debt Security
pursuant to an action undertaken under Section 508 of this Indenture.

         Section 315. Agreed Tax Treatment.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         Section 401. Satisfaction and Discharge of Indenture.

         This Indenture shall upon Company Request cease to be of further
effect, including the provisions of Article XVIII hereof (except as to any
surviving rights of registration of transfer or exchange of Debt Securities
herein

                                       40

<PAGE>

expressly provided for and rights to receive payments of principal and interest
thereon (including any Additional Interest) and any right to receive additional
amounts, as provided in Section 1006) and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when

                  (1)      either

                       (A)   all Debt Securities theretofore authenticated and
                  delivered and all coupons appertaining thereto (other than (i)
                  coupons appertaining to Bearer Securities surrendered in
                  exchange for Registered Securities and maturing after such
                  exchange, surrender of which is not required or has been
                  waived as provided in Section 305, (ii) Debt Securities and
                  coupons which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 306, (iii)
                  coupons appertaining to Bearer Securities called for
                  redemption or surrendered for repayment and maturing after the
                  relevant Redemption Date or Repayment Date, as appropriate,
                  surrender of which has been waived as provided in Section 1106
                  or 1303 and (iv) Debt Securities and coupons for whose payment
                  money and/or Eligible Instruments have theretofore been
                  deposited in trust or segregated and held in trust by the
                  Company and thereafter repaid to the Company or discharged
                  from such trust, as provided in Section 1003) have been
                  delivered to the Trustee cancelled or for cancellation; or

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

                                (i)    have become due and payable, or

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

                                (iii)  are to be called for redemption within
                             one year under arrangements satisfactory to the
                             Trustee for the giving of notice of redemption by
                             the Trustee in the name, and at the expense, of the
                             Company,

                  and the Company, in the case of (B)(i), (B)(ii) or (B)(iii)
                  above, has irrevocably deposited or caused to be deposited
                  with the Trustee as trust funds in trust for the purpose money
                  and/or, to the extent such Debt Securities are denominated and
                  payable in Dollars only, Eligible Instruments the payments of
                  principal and interest on which when due (and without
                  reinvestment and providing no tax liability will be imposed
                  upon the Trustee or the Holders of Debt Securities) will
                  provide money in such amounts as will (together with any money
                  irrevocably deposited in trust with the Trustee, without
                  investment) be sufficient to pay and discharge the entire
                  indebtedness on such Debt Securities and coupons of such
                  series for principal (and premium, if any) and interest
                  (including

                                       41

<PAGE>

                  any Additional Interest), and any mandatory sinking fund,
                  repayment or analogous payments thereon, on the scheduled due
                  dates therefor to the date of such deposit (in the case of
                  Debt Securities and coupons which have become due and payable)
                  or to the Stated Maturity or Redemption Date, if any, and all
                  Repayment Dates (in the case of Debt Securities repayable at
                  the option of the Holders thereof); provided, however, that in
                  the event a petition for relief under the Bankruptcy Reform
                  Act of 1978 or a successor statute is filed with respect to
                  the Company within 91 days after the deposit, the obligations
                  of the Company under the Indenture with respect to the Debt
                  Securities of such series shall not be deemed terminated or
                  discharged, and in such event the Trustee shall be required to
                  return the deposited money and Eligible Instruments to the
                  Company;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Eligible Instruments shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

         Section 402. Application of Trust Money and Eligible Instruments.

                  (a)      Subject to the provisions of the last paragraph of
         Section 1003, all money and Eligible Instruments deposited with the
         Trustee pursuant to Section 401, 403 or 1701 shall be held in trust and
         such money and the principal and interest received on such Eligible
         Instruments shall be applied by it, in accordance with the provisions
         of the Debt Securities, the coupons and this Indenture, to the payment,
         either directly or through any Paying Agent (including the Company
         acting as its own Paying Agent) as the Trustee may determine, to the
         Persons entitled thereto, of the principal (and premium, if any) and
         interest (including any Additional Interest) for whose payment such
         money or Eligible Instruments have been deposited with the Trustee.

                  (b)      The Trustee shall deliver or pay to the Company from
         time to time upon Company Request any Eligible Instruments or money
         held by it as provided in Section 403 or 1701 which, in the opinion of
         a nationally recognized firm of independent public accountants
         expressed in a written certification thereof delivered to the Trustee,
         are then in excess of the amount thereof which then would have been
         required to be deposited for the purpose for which such Eligible
         Instruments or money were deposited or received.

                                       42

<PAGE>

                  (c)      If this Section 402(c) is specified, as contemplated
         by Section 301, to be applicable to the Debt Securities of any series,
         the Trustee shall deliver to the Company from time to time upon Company
         Request any Eligible Instruments held by it as provided in Section 403
         or 1701, provided that the Company in substitution therefor
         simultaneously delivers to the Trustee, money or other Eligible
         Instruments which, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, would then be sufficient to satisfy
         the Company's payment obligations in respect of the Debt Securities in
         the manner contemplated by Section 403 or 1701.

         Section 403. Satisfaction, Discharge and Defeasance of Debt Securities
of any Series.

         If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such
Outstanding Debt Securities and related coupons shall no longer be in effect,
including the provisions of Article XVIII hereof (except as to the rights of
Holders of Debt Securities to receive, from the trust fund described in
subparagraph (1) below, payment of (x) the principal of (and premium, if any)
and any installment of principal of (and premium, if any) or interest (including
any Additional Interest) on such Debt Securities and related coupons on the
Stated Maturity of such principal (and premium, if any) or installment of
principal (and premium, if any) or interest (including any Additional Interest)
or (y) any mandatory sinking fund, repayment or analogous payments applicable to
the Debt Securities of that series on that day on which such payments are due
and payable in accordance with the terms of this Indenture and of such Debt
Securities, the Company's obligations with respect to such Debt Securities under
Sections 304, 305, 306, 1002, 1003 and 1006 and the rights, powers, trusts,
duties and immunities of the Trustee hereunder, including those under Section
607 hereof); and (iii) the Trustee, at the expense of the Company, shall, upon
Company Order, execute proper instruments acknowledging satisfaction and
discharge of such indebtedness, when

                  (1)      either

                           (A)      with respect to all Outstanding Debt
                  Securities of such series and related coupons, with reference
                  to this Section 403, the Company has deposited or caused to be
                  deposited with the Trustee (or another trustee satisfying the
                  requirements of Section 609 who shall agree to comply with the
                  provisions of this Section 403 applicable to it) irrevocably,
                  as trust funds in trust, money and/or, to the extent such Debt
                  Securities are denominated and payable in Dollars only,
                  Eligible Instruments the payments of principal and interest on
                  which when due (and without reinvestment and providing no tax
                  liability will be imposed upon the Trustee or the Holders of
                  such Debt Securities) will provide money in such amounts as
                  will (together with any money irrevocably deposited in

                                       43

<PAGE>

                  trust with the Trustee, without investment) be sufficient to
                  pay and discharge (i) the principal of (and premium, if any)
                  and interest (including any Additional Interest) on the
                  Outstanding Debt Securities of that series and related coupons
                  on the Stated Maturity of such principal or interest
                  (including any Additional Interest) or, if such series may be
                  redeemed by the Company prior to the Stated Maturity thereof,
                  and the Company shall have given irrevocable instructions to
                  the Trustee to effect such redemption, at the date fixed for
                  such redemption pursuant to Article XI, and (ii) any mandatory
                  sinking fund payments or analogous payments applicable to Debt
                  Securities of such series on the date on which such payments
                  are due and payable in accordance with the terms of this
                  Indenture and of such Debt Securities; or

                           (B)      the Company has properly fulfilled such
                  other means of satisfaction and discharge as is specified, as
                  contemplated by Section 301, to be applicable to the Debt
                  Securities of such series;

                  (2)      the Company has paid or caused to be paid all sums
         payable with respect to the Outstanding Debt Securities of such series
         and related coupons;

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

                  (4)      no Event of Default or event which, with the giving
         of notice or lapse of time, or both, would become an Event of Default
         with respect to the Debt Securities of such series shall have occurred
         and be continuing on the date of such deposit and no Event of Default
         under Section 501(5) or Section 501(6) or event which, with the giving
         of notice or lapse of time, or both, would become an Event of Default
         under Section 501(5) or Section 501(6) shall have occurred and be
         continuing on the 91st day after such date; provided, however, that
         should that condition fail to be satisfied on or before such 91st day,
         the Trustee shall promptly, upon satisfactory receipt of evidence of
         such failure, return such deposit to the Company;

                  (5)      the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that (a) the Company has received from, or
         there has been published by, the Internal Revenue Service a ruling, or
         (b) since the date of this Indenture there has been a change in
         applicable Federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel shall confirm that, the
         Holders of Debt Securities and related coupons of such series will not
         recognize income, gain or loss for United States Federal or Puerto Rico
         income tax purposes as a result of such deposit, defeasance and
         discharge and will be subject to United States Federal and Puerto Rico
         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;

                                       44

<PAGE>

                  (6)      if the Debt Securities of that series are then listed
         on any domestic or foreign securities exchange, the Company shall have
         delivered to the Trustee an Opinion of Counsel to the effect that such
         deposit, defeasance and discharge will not cause such Debt Securities
         to be delisted;

                  (7)      such deposit shall have been effected in compliance
         with any additional terms, conditions or limitations which may be
         imposed on the Company in connection therewith pursuant to Section 301;
         and

                  (8)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent herein provided for relating to the satisfaction and
         discharge of the entire indebtedness of all Outstanding Debt Securities
         and related coupons have been complied with.

         Any deposits with the Trustee referred to in Section 403(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Debt Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow
trust agreement shall provide therefor and the Company shall make such
arrangements as are satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

         Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

         Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of Debt
Securities, the obligations of the Company to the Trustee under Section 607, and
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003, shall survive with respect to such series of Debt Securities.

                                    ARTICLE V

                                    REMEDIES

         Section 501. Events of Default.

         "Event of Default", wherever used herein with respect to Debt
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be

                                       45

<PAGE>

effected by operation of law, pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

                  (1)      default in the payment of any interest upon any Debt
         Security of such series or a related coupon, if any, when it becomes
         due and payable, and continuance of such default for a period of 30
         days (subject to the deferral of any due date in the case of an
         Extension Period); or

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

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

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in whose performance or whose breach is
         elsewhere in this Section specifically dealt with or which has
         expressly been included in this Indenture solely for the benefit of
         Debt Securities of a series other than such series), and continuance of
         such default or breach for a period of 90 days after there has been
         given by registered or certified mail, to the Company by the Trustee,
         or to the Company and the Trustee by the Holders of at least 25% in
         principal amount of the Outstanding Debt Securities of such series, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

                  (5)      the entry of a decree or order for relief in respect
         of the Company by a court having jurisdiction in the premises in an
         involuntary case under the Federal bankruptcy laws, as now or hereafter
         constituted, and the continuance of any such decree or order unstayed
         and in effect for a period of 60 consecutive days; or

                  (6)      the commencement by the Company of a voluntary case
         under the Federal bankruptcy laws, as now or hereafter constituted, or
         the consent by the Company to the entry of a decree or order for relief
         in an involuntary case under any such law; or

                  (7)      any other Event of Default, if any, provided with
         respect to Debt Securities of such series specified as contemplated by
         Section 301.

         Section 502. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Debt Securities of any series at
the time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding
Debt Securities of such series may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of and

                                       46

<PAGE>

all accrued but unpaid interest (including any Additional Interest) on all the
Debt Securities of such series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by such Holders), provided
that, in the case of the Debt Securities of a series issued to an Issuer Trust,
if, upon an Event of Default, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Debt Securities of such series fail to
declare the principal of all the Outstanding Debt Securities of such series to
be immediately due and payable, either the Property Trustee or the holders of at
least 25% in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the related series of Capital Trust Securities issued by such
Issuer Trust then outstanding shall have the right to make such declaration by a
notice in writing to the Company and the Trustee; and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. Upon payment of such amount, all obligations of the Company in respect
of the payment of principal of the Debt Securities of such series shall
terminate.

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

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

                           (A)      all overdue installments of interest on all
                  Debt Securities of such series and any related coupons and any
                  accrued Additional Interest on all Debt Securities of such
                  series,

                           (B)      the principal of (and premium, if any, on)
                  any Debt Securities of such series which have become due
                  otherwise than by such declaration of acceleration and
                  interest and Additional Interest thereon at the rate or rates
                  prescribed therefor in such Debt Securities,

                           (C)      to the extent that payment of such interest
                  is lawful, interest upon overdue installments of interest on
                  each Debt Security and any related coupons at the rate or
                  rates prescribed therefor in such Debt Securities, and

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

         and

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

                                       47

<PAGE>

provided, however, that in the case of Debt Securities of a series initially
issued to an Issuer Trust, any such recision and annulment shall require the
consent of the holders of a majority in aggregate Liquidation Amount (as defined
in the related Trust Agreement) of the related series of Capital Trust
Securities then outstanding.

         In the case of Debt Securities of a series initially issued to an
Issuer Trust, if the Holders of such Debt Securities fail to annul such
declaration and waive such default, the holders of a majority in aggregate
Liquidation Amount (as defined in the related Trust Agreement) of the related
series of Capital Trust Securities issued by such Issuer Trust then outstanding
shall also have the right to rescind and annul such declaration and its
consequences by written notice to the Company and the Trustee, subject to the
satisfaction of the conditions set forth in Clauses (1) and (2) above of this
Section 502.

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

         Section 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

         The Company covenants that if:

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debt Securities and coupons, the amount then due and payable on
such Debt Securities and coupons for principal (and premium, if any) and
interest (including any Additional Interest), including the delivery of any
Capital Securities then required to be delivered, and, to the extent that
payment of such interest shall be legally enforceable, interest upon the overdue
principal (and premium, if any) and, upon overdue installments of interest, at
the rate or rates prescribed therefor in such Debt Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts (including the delivery of any
Capital Securities then required to be delivered) forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and the
delivery of any Capital Securities required to be delivered and not so
delivered, or, in the case of the failure to deliver Capital Securities, money
equal to the principal amount of the Debt Securities for which the Capital
Securities were to be exchanged, and may prosecute such proceeding to judgment
or final decree, and

                                       48

<PAGE>

may enforce the same against the Company or any other obligor upon such Debt
Securities and coupons and collect the moneys (or money equal to the principal
amount of any Debt Securities for which Capital Securities were to be exchanged)
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Debt Securities and
coupons, wherever situated.

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

         Section 504. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or any related
coupons or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest (including any
Additional Interest)) shall be entitled and empowered, by intervention in such
proceedings or otherwise,

                  (1)      to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest (including any Additional
         Interest) owing and unpaid in respect of the Debt Securities of such
         series and any appurtenant coupons and to file such other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel) and of the Holders allowed in such judicial proceeding, and

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

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

                                       49

<PAGE>

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

         Section 505. Trustee May Enforce Claims without Possession of Debt
Securities or Coupons.

         All rights of action and claims under this Indenture or the Debt
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Debt Securities or coupons or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name, as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Debt
Securities and coupons in respect of which such judgment has been recovered.

         Section 506. Application of Money Collected.

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

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

                  SECOND: To the payment of amounts then due and unpaid to the
         holders of Senior Debt, to the extent required by Article XVIII;

                  THIRD: To the payment of the amounts then due and unpaid for
         principal of (and premium, if any) and interest (including any
         Additional Interest) on the Debt Securities and any coupons, 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 Debt Securities and any coupons for
         principal (and premium, if any) and interest (including any Additional
         Interest), respectively. The Holders of each series of Debt Securities
         denominated in Euro, any other composite currency or a Foreign Currency
         and any matured coupons relating thereto shall be entitled to receive a
         ratable portion of the amount determined by the Exchange Rate Agent by
         converting the principal amount Outstanding of such series of Debt
         Securities and matured but unpaid interest (including any Additional
         Interest) on such series of Debt Securities in the currency in which
         such series of Debt Securities is denominated into Dollars at the
         Exchange Rate as of the date of declaration of acceleration of the
         Maturity of the Debt Securities; and

                                       50

<PAGE>

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

         Section 507. Limitation on Suits.

         No Holder of any Debt Securities of any series or any related coupons
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless

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

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

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other such
Holders, or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

         Section 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Exchange Debt Securities for Capital Securities;
Direct Action by Holders of Capital Trust Securities.

         Notwithstanding any other provision in this Indenture, the Holder of
any Debt Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Section 307) interest (including any Additional Interest) on such
Debt Security or payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Debt Security or coupon (or, in the case of
redemption or repayment, on the Redemption Date or the Repayment Date, as the
case may be), to have the Debt Securities exchanged for Capital Securities
pursuant to

                                       51

<PAGE>

Article XIV, if applicable, and to institute suit for the enforcement of any
such payment or exchange, and such right shall not be impaired without the
consent of such Holder, subject, however, to the provisions of Article XVIII. In
the case of Debt Securities of a series issued to an Issuer Trust, any
registered holder of the series of Capital Trust Securities issued by such
Issuer Trust shall have the right, upon the occurrence of an Event of Default
described in Section 501(1) or (2), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of (premium, if
any) and (subject to Sections 307 and 313) interest (including any Additional
Interest) on the Debt Securities having a principal amount equal to the
aggregate Liquidation Amount (as defined in the related Trust Agreement) of such
Capital Trust Securities held by such holder.

         Section 509. Restoration of Rights and Remedies.

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

         Section 510. Rights and Remedies Cumulative.

         Except as otherwise provided in Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         Section 511. Delay or Omission Not Waiver.

         No delay or omission of the Trustee or of any Holder of any Debt
Security or coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders and the right and remedy
given to the holders of Capital Trust Securities by Section 508 may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee, the
Holders or the holders of Capital Trust Securities, as the case may be.

                                       52

<PAGE>

         Section 512. Control by Holders of Debt Securities.

         The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of such series, provided, that

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

                  (2)      subject to the provisions of Section 601, the Trustee
         shall have the right to decline to follow any such direction if the
         Trustee in good faith shall, by a Responsible Officer or Responsible
         Officers of the Trustee, determine that the proceedings so directed
         would be unjustly prejudicial to the Holders of Debt Securities of such
         series not joining in any such direction; and

                  (3)      the Trustee may take any other action deemed proper
         by the Trustee which is not inconsistent with such direction.

         Section 513. Waiver of Past Defaults.

         The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series on behalf of the Holders of all the
Debt Securities of any such series and any related coupons and, in the case of
any Debt Securities of a series initially issued to an Issuer Trust, the holders
of a majority in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of Capital Trust Securities issued by such Issuer Trust may waive any
past default hereunder with respect to such series and its consequences, except
a default

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

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

provided, however, that in the case of any Debt Securities of a series initially
issued by an Issuer Trust, such waiver shall not be effective as to such Debt
Securities unless the holders of at least a majority in aggregate Liquidation
Amount (as defined in the related Trust Agreement) of Capital Trust Securities
issued by such Issuer Trust shall have consented to such waiver; provided
further, that if the consent of the Holder of each Outstanding Debt Security is
required, such waiver shall not be effective unless each holder of Capital Trust
Securities issued by such Issuer Trust shall have consented to such waiver.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose

                                       53
<PAGE>

of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

         Section 514. Undertaking for Costs.

         All parties to this Indenture agree, and each Holder of any Debt
Security or coupon by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or 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 a due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section shall not apply to any suit instituted by the
Company or the Trustee, to any suit instituted by any Holder, or group of
Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities of any series, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of (or premium, if
any) or interest (including any Additional Interest) on any Debt Security or the
payment of any coupons on or after the respective Stated Maturity or Maturities
expressed in such Debt Security or coupon (or, in the case of redemption or
repayment, on or after the Redemption Date or Repayment Date, as the case may
be) or for the enforcement of the right to exchange any Debt Securities for
Capital Securities as provided in Article XIV.

         Section 515. Waiver of Stay or Extension Laws.

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law whenever 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 benefits or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

         Section 601. Certain Duties and Responsibilities.

         The duties and responsibilities of the Trustee shall be as provided in
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct

                                       54

<PAGE>

or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

         Section 602. Notice of Default.

         If a default occurs hereunder with respect to Debt Securities of any
series the Trustee shall transmit by mail to all Holders of Debt Securities of
such series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 30 days after the
occurrence thereof; and provided further, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest (including
any Additional Interest) on any Debt Security of such series or any related
coupons or in the payment of any sinking fund installment with respect to Debt
Securities of such series or in the exchange of Capital Securities for Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

         Section 603. Certain Rights of Trustee.

         Except as otherwise provided in Section 601:

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

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

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

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

                                       55

<PAGE>

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

                  (f)      the Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, coupon, other
         evidence of indebtedness or other paper or document, but the Trustee,
         in its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books, records and premises of the Company,
         personally or by agent or attorney, other than any such books or
         records containing information as to the affairs of the customers of
         the Company or any of its subsidiaries; provided that the Trustee may
         examine such books and records relating to customers to the extent that
         such books and records contain information as to any payments made to
         such customers in their capacity as Holders of Debt Securities; and

                  (g)      the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder; no Exchange Rate Agent,
         Capital Exchange Agent, Global Exchange Agent, Depositary or Paying
         Agent shall be deemed an agent of the Trustee and the Trustee shall not
         be responsible for any act or omission by any of them.

         Section 604. Not Responsible for Recitals or Issuance of Debt
Securities.

         The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any coupons, and the
information in any registration statement, including all attachments thereto,
except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or any
coupons or any Capital Securities. The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds
thereof. The Trustee shall not be responsible for and makes no representations
to the Company's ability or authority to issue Bearer Securities or the
lawfulness thereof.

         Section 605. May Hold Debt Securities or Coupons.

         The Trustee, any Paying Agent, the Security Registrar or any other
agent of the Company or the Trustee, in its individual or any other capacity,
may become the owner or pledgee of Debt Securities and coupons, and, subject to

                                       56

<PAGE>

Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Security Registrar or such
agent.

         Section 606. Money Held in Trust.

         Money held by the Trustee or any Paying Agent in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be under any liability for interest on
any money received by it hereunder except as otherwise agreed with the Company.

         Section 607. Compensation and Reimbursement.

         The Company agrees

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

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

                  (3)      to indemnify the Trustee for, and to hold it harmless
         against, any claim, loss, liability or expense incurred without
         negligence or bad faith on its part, arising out of or in connection
         with the acceptance or administration of this trust or performance of
         its duties hereunder, including the costs and expenses of defending
         itself against any claim or liability in connection with the exercise
         or performance of any of its powers or duties hereunder.

         As security for the performance of the obligations of the Company under
this Section the Trustee shall have a claim prior to the Debt Securities and any
coupons upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Debt Securities or any coupons. The claims of the
Trustee under this Section shall not be subject to the provisions of Article
XVIII. The provisions of this Section 607 shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

         Section 608. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent

                                       57

<PAGE>

permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest with respect to Debt Securities of any series by virtue of being a
trustee under this Indenture with respect to Debt Securities of any particular
series of Debt Securities other than that series. The Trust Agreement and the
Guarantee Agreement with respect to each Issuer Trust shall be deemed to be
specifically described in this Indenture for the purposes of clause (i) of the
first proviso contained in Section 310(b) of the Trust Indenture Act.

         Section 609. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof, the District of Columbia or the Commonwealth of Puerto Rico, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000, and subject to supervision or examination
by Federal or State authority; provided, however, that if Section 310(a) of the
Trust Indenture Act or the rules and regulations of the Commission under the
Trust Indenture Act at any time permit a corporation organized and doing
business under the laws of any other jurisdiction to serve as trustee of an
indenture qualified under the Trust Indenture Act, this Section 609 shall be
automatically amended to permit a corporation organized and doing business under
the laws of any such other jurisdiction to serve as Trustee hereunder. 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. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

         Section 610. Resignation and Removal; Appointment of Successor.

                  (a)      No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee under Section 611.

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

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

                                       58

<PAGE>

                  (d)      If at any time:

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

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

                           (3)      the Trustee shall become incapable of acting
         with respect to any series of Debt Securities or a decree or order for
         relief by a court having jurisdiction in the premises shall have been
         entered in respect of the Trustee in an involuntary case under the
         Federal bankruptcy laws, as now or hereafter constituted, or any other
         applicable Federal or State bankruptcy, insolvency or similar law; or a
         decree or order by a court having jurisdiction in the premises shall
         have been entered for the appointment of a receiver, custodian,
         liquidator, assignee, trustee, sequestrator or other similar official
         of the Trustee or of its property or affairs, or any public officer
         shall take charge or control of the Trustee or of its property or
         affairs for the purpose of rehabilitation, conservation, winding up or
         liquidation, or

                           (4)      the Trustee shall commence a voluntary case
         under the Federal bankruptcy laws, as now or hereafter constituted, or
         any other applicable Federal or State bankruptcy, insolvency or similar
         law or shall consent to the appointment of or taking possession by a
         receiver, custodian, liquidator, assignee, trustee, sequestrator or
         other similar official of the Trustee or its property or affairs, or
         shall make an assignment for the benefit of creditors, or shall admit
         in writing its inability to pay its debts generally as they become due,
         or shall take corporate action in furtherance of any such action,

         then, in any such case, (i) the Company by a Board Resolution may
         remove the Trustee with respect to such series or (ii) subject to
         Section 514, any Holder who has been a bona fide Holder of a Debt
         Security of any series for at least six months may, on behalf of
         himself and all others similarly situated, petition any court of
         competent jurisdiction for the removal of the Trustee for the Debt
         Securities of such series and the appointment of a successor Trustee.
         In addition, the Company may remove the Trustee if the Company shall
         determine by a Board Resolution that the services provided by the
         Trustee may be obtained at a substantially lower cost to the Company.

                  (e)      If the Trustee shall resign, be removed or become
         incapable of acting with respect to any series of Debt Securities, or
         if a vacancy shall occur in the office of Trustee for any cause, with
         respect to the Debt Securities of one or more series, the Company, by a
         Board Resolution, shall promptly appoint a successor Trustee or
         Trustees with respect to the Debt Securities of that or those series
         (it being understood that any such successor Trustee may be appointed
         with respect to the Debt Securities of

                                       59

<PAGE>

         one or more or all of such series and that at any time there shall be
         only one Trustee with respect to the Debt Securities of any particular
         series) and shall comply with the applicable requirements of Section
         611. If, within one year after such resignation, removal or
         incapability, or the occurrence of such vacancy, a successor Trustee
         with respect to the Debt Securities of any series shall be appointed by
         Act of the Holders of a majority in principal amount of the Outstanding
         Debt Securities of such series delivered to the Company and the
         retiring Trustee, the successor Trustee so appointed shall, forthwith
         upon its acceptance of such appointment, become the successor Trustee
         with respect to the Debt Securities of such series and to that extent
         supersede the successor Trustee appointed by the Company. If no
         successor Trustee with respect to the Debt Securities of any series
         shall have been so appointed by the Company or the Holders and accepted
         appointment in the manner hereinafter provided, any Holder who has been
         a bona fide Holder of a Debt Security of such series for at least six
         months may, subject to Section 514, on behalf of himself and all others
         similarly situated, petition any court of competent jurisdiction for
         the appointment of a successor Trustee with respect to the Debt
         Securities of such series.

                  (f)      The Company shall give notice of each resignation and
         each removal of the Trustee with respect to the Debt Securities of any
         series and each appointment of a successor Trustee with respect to the
         Debt Securities of any series by mailing written notice of such event
         by first-class mail, postage prepaid, to the Holders of Registered
         Securities, if any, of such series as their names and addresses appear
         in the Security Register and, if Debt Securities of such series are
         issuable as Bearer Securities, by publishing notice of such event once
         in an Authorized Newspaper in each Place of Payment located outside the
         United States. Each notice shall include the name of the successor
         Trustee with respect to the Debt Securities of such series and the
         address of its Corporate Trust Office.

         Section 611. Acceptance of Appointment by Successor.

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

                                       60

<PAGE>

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

                  (c)      Upon request of any such successor Trustee, the
         Company shall execute any and all instruments for more fully and
         certainly vesting in and confirming to such successor Trustee all such
         rights, powers and trusts referred to in paragraph (a) or (b) of this
         Section, as the case may be.

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

         Section 612. Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the executing or filing of any paper or any further act on the
part of any of the parties hereto. In case any Debt Securities shall have been

                                       61

<PAGE>

authenticated, but not delivered, by the Trustee then in office, any successor
by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Debt Securities so authenticated with the
same effect as if such successor Trustee had itself authenticated such Debt
Securities. In case any Debt Securities shall not have been authenticated by
such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

         Section 613. Preferential Collection of Claims Against Company.

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

         Section 614. Authenticating Agent.

         The Trustee shall upon Company request appoint one or more
authenticating agents (including, without limitation, the Company or any
Affiliate thereof) with respect to one or more series of Debt Securities which
shall be authorized on behalf of the Trustee in authenticating Debt Securities
of such series in connection with the issue, delivery, registration of transfer,
exchange, partial redemption or repayment of such Debt Securities. Wherever
reference is made in this Indenture to the authentication of Debt Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication on behalf of the Trustee by an
authenticating agent and a certificate of authentication executed on behalf of
the Trustee by an authenticating agent. Each authenticating agent must be
acceptable to the Company and must be a corporation organized and doing business
under the laws of the United States or of any State or the District of Columbia
or the Commonwealth of Puerto Rico, having a combined capital and surplus of at
least $1,000,000, authorized under such laws to do a trust business and subject
to supervision or examination by Federal or State authorities or the equivalent
foreign authority, in the case of an authenticating agent who is not organized
and doing business under the laws of the United States or of any State thereof
or the District of Columbia or the Commonwealth of Puerto Rico.

         The Trustee hereby initially appoints ______________________________ as
its authenticating agent.

         Any corporation succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.

         An authenticating agent may at any time resign with respect to one or
more series of Debt Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any authenticating agent with respect to one or more series of Debt Securities
by

                                       62

<PAGE>

giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may appoint
a successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.

         The Company agrees to pay to each authenticating agent from time to
time reasonable compensation for its services under this Section.

         The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall
be applicable to any authenticating agent.

         Pursuant to each appointment made under this Section, the Debt
Securities of each series covered by such appointment may have endorsed thereon,
in lieu of the Trustee's certificate of authentication, an alternate certificate
of authentication in substantially the following form:

         This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

                                    _________________________________________

                                    By_______________________________________
                                      As Authenticating Agent for the Trustee

                                    By_______________________________________
                                      Authorized Officer

                                   ARTICLE VII

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         Section 701. Company to Furnish Trustee Names and Addresses of Holders.

         The Company will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

                  (1)      monthly, not more than 15 days after the Regular
         Record Date in respect of the Debt Securities of such series of Debt
         Securities for which there are no Regular Record Dates, a list, in such
         form as the Trustee may reasonably require, of the names and addresses
         of the Holders of Registered Securities as of such Regular Record Date
         or __________ or __________, as the case may be, and

                                       63

<PAGE>

                  (2)      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 if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

         Section 702. Preservation of Information; Communications to Holders.

                  (a)      The Trustee shall preserve, in as current a form as
         is reasonably practicable, the names and addresses of Holders of
         Registered Securities contained in the most recent list furnished to
         the Trustee as provided in Section 701 and the names and addresses of
         Holders of Registered Securities received by the Trustee in its
         capacity as Paying Agent or Security Registrar, if so acting. The
         Trustee may destroy any list furnished to it as provided in Section 701
         upon receipt of a new list so furnished. The Trustee shall preserve for
         at least two years the names and addresses of Holders of Bearer
         Securities filed with the Trustee by such Holders.

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

                  (c)      Every Holder of Debt Securities or coupons, by
         receiving and holding the same, agrees with the Company and the Trustee
         that neither the Company nor the Trustee shall be held accountable by
         reason of any disclosure of information as to the names and addresses
         of the Holders made pursuant to the Trust Indenture Act.

         Section 703.  Reports by Trustee.

                  (a)      Within 60 days after __________ of each year
         commencing with the first __________ after the first issuance of Debt
         Securities pursuant to this Indenture and at any other time required by
         the Trust Indenture Act, the Trustee shall transmit to Holders such
         reports concerning the Trustee and its actions under this Indenture and
         such other matters as may be required pursuant to the Trust Indenture
         Act in the manner required by the Trust Indenture Act.

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

                                       64

<PAGE>

         Section 704. Reports by Company.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
time and in the manner pursuant to such Act; provided that such information,
documents or reports required to be filed with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same are so required to be filed
with the Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         Section 801. Company May Consolidate, etc. only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any Person, unless:

                  (1)      the corporation 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 political
         subdivision thereof, any State thereof or the Commonwealth of Puerto
         Rico 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 (including any Additional Interest and all
         additional amounts, if any, payable pursuant to Section 1006) on all
         the Debt Securities and any related coupons and the performance of
         every covenant of this Indenture on the part of the Company to be
         performed or observed;

                  (2)      immediately after giving effect to such transaction,
         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

                  (3)      the Company has 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
         met.

         Section 802. Successor Corporation Substituted.

         Upon any consolidation with or merger into any other corporation, or
any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company is merged or

                                       65

<PAGE>

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 had been named as the
Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the Person named as the "Company" in the
first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities and coupons.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 901. Supplemental Indentures without Consent of Holders.

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

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

                  (2)      to add to the covenants of the Company, for the
         benefit of the Holders of all or any series of Debt Securities or
         coupons (and if such covenants are to be for the benefit of less than
         all series of Debt Securities or coupons, stating that such covenants
         are expressly being included solely for the benefit of such series), to
         convey, transfer, assign, mortgage or pledge any property to or with
         the Trustee, or to surrender any right or power herein conferred upon
         the Company; or

                  (3)      to add any additional Events of Default (and if such
         Events of Default are to be applicable to less than all series of Debt
         Securities, stating that such Events of Default are expressly being
         included solely to be applicable to such series); or

                  (4)      to add to, change or eliminate any of the provisions
         of this Indenture to provide that Bearer Securities may be registrable
         as to principal, to change or eliminate any restrictions on the payment
         of principal (or premium, if any) on Registered Securities or of
         principal (or premium, if any) or any interest on Bearer Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities of other authorized denominations or to permit or facilitate
         the issuance of Debt Securities in uncertificated form, provided any
         such action shall not adversely affect the interests of the Holders of
         Debt Securities of any series or any related coupons in any material
         respect; or

                  (5)      to change or eliminate any of the provisions of this
         Indenture, provided that any such change or elimination (a) shall
         become effective only when there is no Debt Security Outstanding of any
         series

                                       66

<PAGE>

         created prior to the execution of such supplemental indenture which is
         entitled to the benefit of such provisions or (b) shall not apply to
         any Debt Security Outstanding; or

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

                  (7)      to evidence and provide for the acceptance of
         appointment hereunder by a successor Trustee with respect to the Debt
         Securities of one or more series and to add to or change any of the
         provisions of this Indenture as shall be necessary to provide for or
         facilitate the administration of the trusts hereunder by more than one
         Trustee, pursuant to the requirements of Section 611(b); or

                  (8)      to cure any ambiguity, to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not be
         inconsistent with any provision of this Indenture, provided such other
         provisions shall not adversely affect the interests of the Holders of
         Debt Securities of any series or any related coupons in any material
         respect or, in the case of the Debt Securities of a series issued to an
         Issuer Trust and for so long as any of the corresponding series of
         Capital Trust Securities issued by such Issuer Trust shall remain
         outstanding, the holders of such Capital Trust Securities; or

                  (9)      to add to or change or eliminate any provision of
         this Indenture as shall be necessary or desirable in accordance with
         any amendments to the Trust Indenture Act, provided such action shall
         not adversely affect the interest of Holders of Debt Securities of any
         series or any appurtenant coupons in any material respect.

         Section 902. Supplemental Indentures with Consent of Holders.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debt Securities of all series affected by
such supplemental indenture, acting together as a class, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities of such series and any related coupons; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Debt Security or coupon affected thereby,

                  (1)      change the Stated Maturity of the principal or any
         installment of principal of, or any installment of interest (including
         any Additional Interest) on, any Debt Security (other than to the
         extent set forth in any such Debt Security), or reduce the principal
         amount thereof or the interest thereon or any premium payable upon
         redemption or repayment thereof, or change any obligation of the
         Company to pay

                                       67

<PAGE>

         additional amounts pursuant to Section 1006 (except as contemplated by
         Section 801(1) and permitted by Section 901(1)), or reduce the amount
         of the principal of an Original Issue Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502, or change any Place of Payment, or the
         coin or currency in which any Debt Security or the interest thereon or
         any coupon is payable, or impair any right to the delivery of Capital
         Securities in exchange for Debt Securities provided for in this
         Indenture or the right to institute suit for the enforcement of any
         such payment on or after the Stated Maturity thereof (or, in the case
         of redemption or repayment, on or after the Redemption Date or
         Repayment Date or Capital Exchange Date, as the case may be), or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Debt Securities of any series, the consent of whose Holders
         is required for any such supplemental indenture, or the consent of
         whose Holders is required for any waiver (of compliance with certain
         provisions of this Indenture or certain defaults hereunder and their
         consequences) provided for in this Indenture, or reduce the
         requirements of Section 1604 for quorum or voting, or

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1005, except to increase any such percentage or to
         provide that certain other provisions of this Indenture cannot be
         modified or waived without the consent of the Holder of each
         Outstanding Debt Security affected thereby; provided, however, that
         this clause shall not be deemed to require the consent of any Holder
         with respect to changes in the references to "the Trustee" and
         concomitant changes in this Section and Section 1005, or the deletion
         of this proviso, in accordance with the requirements of Section 611(b)
         and 901(7); or

                  (4)      adversely affect the right to repayment, if any, of
         Debt Securities of any series at the option of the Holders thereof; or

                  (5)      impair the right of any Holder of Debt Securities of
         any series to receive Capital Securities on any Capital Exchange Date
         for Debt Securities of such series with a Market Value equal to the
         principal amount of such Holder's Debt Securities of such series or in
         an amount sufficient to provide proceeds upon sale by the Company in
         the Secondary Offering equal to the principal amount of such Holder's
         Debt Securities of such series; or

                  (6)      impair the right of any Holder of Convertible
         Securities of any series to convert such Debt Securities pursuant to
         Article XIX;

and provided, further, that no change shall be made in the provisions of Article
XVIII that will affect adversely the holders of Senior Debt without the consent
of the holders of all Senior Debt Outstanding; and provided, further, that, in
the case of the Debt Securities of a series issued to an Issuer Trust, so long
as any of the corresponding series of Capital Trust Securities issued by such
Issuer Trust remains outstanding, (i) no such amendment shall be made that
adversely affects the holders of such related Capital Trust Securities in any

                                       68

<PAGE>

material respect, and no termination of this Indenture shall occur, and no
waiver of compliance with any covenant under this Indenture shall be effective,
without the prior consent of the holders of at least a majority of the aggregate
Liquidation Amount (as defined in the related Trust Agreement) of such Capital
Trust Securities then outstanding unless and until the principal of (and
premium, if any, on) the Debt Securities of such series and all accrued and
(subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full, (ii) no such amendment or waiver that requires
the consent of the Holder of each Outstanding Debt Security affected thereby
shall be made without the prior consent of all the holders of the related
Capital Trust Securities then outstanding unless and until the principal of (and
premium, if any, on) the Debt Securities of such series and all accrued interest
and (subject to Section 307) unpaid interest (including any Additional Interest)
therein have been paid in full, and (iii) no amendment shall be made to Section
508 of this Indenture that would impair the rights of the holders of Capital
Trust Securities issued by any Issuer Trust provided therein without the prior
consent of the holders of each such Capital Trust Security then outstanding
unless and until the principal of (and premium, if any, on) the Debt Securities
of such series and all accrued and (subject to Section 307) unpaid interest
(including any Additional Interest) thereon have been paid in full.

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

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

         Section 903. Execution of Supplemental Indentures.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

                                       69

<PAGE>

         Section 904. Effect of Supplemental Indentures.

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

         Section 905. Conformity with Trust Indenture Act.

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

         Section 906. Reference in Debt Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

         Section 1001. Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest (including any Additional
Interest) on the Debt Securities and any appurtenant coupons in accordance with
the terms of the Debt Securities, any appurtenant coupons and this Indenture.
Any interest due on Bearer Securities on or before Maturity, other than
additional amounts, if any, payable as provided in Section 1006 in respect of
principal of (or premium, if any, on) such a Debt Security, shall be payable
only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. For all purposes
of this Indenture, the exchange of Capital Securities for Debt Securities of any
series pursuant to the Indenture shall constitute full payment of principal of
the Debt Securities of such series being exchanged on any Capital Exchange Date
for Debt Securities of such series, without prejudice to any Holder's rights
pursuant to Section 1413.

         Section 1002. Maintenance of Office or Agency.

         The Company will maintain in each Place of Payment for any series of
Debt Securities an office or agency where Debt Securities (but, except as
otherwise provided below, unless such Place of Payment is located outside the
United

                                       70

<PAGE>

States, not Bearer Securities) may be presented or surrendered for payment,
where Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities and this Indenture may be served. If Debt Securities of a series
are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided, however,
that if the Debt Securities of such series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Debt Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices or demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive all presentations, surrenders, notices and demands,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 1006) at
the place specified for the purpose pursuant to Section 301(5).

         No payment of principal of, premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, payment
of principal of and any premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be
made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Debt Securities, at
the option of the Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment pursuant to the
terms of such Bearer Security presented or mailed to an address outside the
United States or by transfer to an account in such currency maintained by the
payee with a bank located outside the United States.

         The Company may also from time to time designate one or more other
offices or agencies (in or outside of such Place of Payment) where the Debt
Securities of one or more series and any appurtenant coupons (subject to the
preceding paragraph) may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designations; provided,
however, that no such

                                       71

<PAGE>

designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in each Place of Payment for any
series of Debt Securities for such purposes. The Company will give prompt
written notice to the Trustee of any such designation and any change in the
location of any such other office or agency.

         Section 1003. Money for Debt Securities Payments to Be Held in Trust.

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

         Whenever the Company shall have one or more Paying Agents with respect
to any series of Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest (including any Additional
Interest) on any of the Debt Securities of such series and any appurtenant
coupons, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest (including any Additional Interest) so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest (including any Additional Interest), and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         The Company will cause each Paying Agent with respect to any series of
Debt Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will

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

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

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

         The Company may at any time, for the purpose of terminating its
obligations under this Indenture with respect to Debt Securities of any series
or for any

                                       72

<PAGE>

other purpose, pay, or by Company Order direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums were
held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

         Any principal and interest received on the Eligible Instruments
deposited with the Trustee or any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest (including any Additional Interest) on any
Debt Security of any series or any appurtenant coupons or any money on deposit
with the Trustee or any Paying Agent representing amounts deducted from the
Redemption Price or Repayment Price with respect to unmatured coupons not
presented upon redemption or exercise of the Holder's option for repayment
pursuant to Section 1106 or 1303 and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Debt
Security or any coupon appertaining thereto shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money
(including the principal and interest received on Eligible Instruments deposited
with the Trustee), and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, and each Place of
Payment or mailed to each such Holder, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing, any unclaimed balance of
such money then remaining will be repaid to the Company.

         Section 1004. Officers' Certificate as to Default.

         The Company will deliver to the Trustee, on or before a date not more
than four months after the end of each fiscal year of the Company ending after
the date hereof, an Officers' Certificate, stating whether or not to the best
knowledge of the signers thereof the Company is in default in the performance
and observance of any of the terms, provisions and conditions of this Indenture,
and, if the Company shall be in default, specifying all such defaults and the
nature thereof of which they may have knowledge.

         Section 1005. Waiver of Certain Covenants.

         Subject to the rights of holders of Capital Trust Securities specified
in Section 902, if any, the Company may omit in any particular instance to
comply with any covenant or condition applicable to the Debt Securities of any
series pursuant to Section 301 unless such covenant or condition is determined
pursuant to Section 301 not to be subject to this provision if, before the time
for such compliance the Holders of at least a majority in principal amount of
all series of the Debt Securities at the time Outstanding to which such covenant
or

                                       73

<PAGE>

condition applies shall, acting together as a class, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such covenant or condition shall remain in full
force and effect.

         Section 1006. Payment of Additional Amounts.

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

         If the Debt Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Debt Securities (or if the Debt Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at least 10 days prior
to each date of payment of principal (and premium, if any) or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Debt Securities of that series shall be made to Holders of Debt Securities
of that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Debt Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Debt
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by the terms of such Debt
Securities and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.


                                       74

<PAGE>

         Section 1007. Additional Sums.

         In the case of the Debt Securities of a series initially issued to an
Issuer Trust, so long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 301, if (i) an Issuer
Trust is the Holder of all of the Outstanding Debt Securities of such series,
and (ii) a Tax Event has occurred and is continuing in respect of such Issuer
Trust, the Company shall pay to such Issuer Trust (and its permitted successors
or assigns under the related Trust Agreement) for so long as such Issuer Trust
(or its permitted successor or assignee) is the registered holder of the
Outstanding Debt Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amounts (as defined in such Trust Agreement)) then due and payable by such
Issuer Trust on the related Capital Trust Securities and Common Trust Securities
that at any time remain outstanding in accordance with the terms thereof shall
not be reduced as a result of any Additional Taxes arising from such Tax Event;
provided, however, that Additional Sums shall not include any withholding taxes
arising after the occurrence of a Tax Event and which have been withheld from
payments to Holders of Trust Securities and for which Holders are liable (the
"Additional Sums"). Whenever in this Indenture or the Debt Securities there is a
reference in any context to the payment of principal of or interest on the Debt
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 313 or the Debt Securities shall not defer the
payment of any Additional Sums that may be due and payable.

         Section 1008. Additional Covenants.

         The Company covenants and agrees with each Holder of Debt Securities of
each series that it shall not (x) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Debt Securities of such series, or (y) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any shares of the Company's capital stock (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange, redemption
or conversion of any other class or series of the Company's capital stock (or
any capital stock of a subsidiary of the Company) for any class or series of the
Company's capital stock, or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (c) the purchase of

                                       75

<PAGE>

fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the securities being
converted or exchanged, (d) any declaration of a dividend in connection with any
Rights Plan, or the issuance of rights, stock or other property under any Rights
Plan, or the redemption or repurchase of rights pursuant thereto, (e) any
payment by the Company under any Guarantee Agreement, or (f) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock) if at such time (i) there shall have occurred any event
(A) of which the Company has actual knowledge that with the giving of notice or
the lapse of time, or both, would constitute an Event of Default with respect to
the Debt Securities of such series under Sections 501(1), (2), (5) or (6), and
(B) which the Company shall not have taken reasonable steps to cure, (ii) if the
Debt Securities of such series are held by an Issuer Trust, the Company shall be
in default with respect to its payment of any obligations under the Guarantee
Agreement relating to the Capital Trust Securities issued by such Issuer Trust,
or (iii) the Company shall have given notice of its election to begin an
Extension Period with respect to the Debt Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

         The Company also covenants with each Holder of Debt Securities of a
series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of
the Common Trust Securities of such Issuer Trust, provided that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Trust Securities, (ii) as holder of such Common Trust Securities,
not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than
(a) in connection with a distribution of the Debt Securities of such series to
the holders of the related Capital Trust Securities in liquidation of such
Issuer Trust, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement, and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust
Agreement, to cause such Issuer Trust to continue not to be taxable as a
corporation for United States Federal or Puerto Rico income tax purposes.

                                   ARTICLE XI

                          REDEMPTION OF DEBT SECURITIES

         Section 1101. Applicability of Article.

         Subject to the Company having received the prior approval of the
Primary Federal Regulator, if then required under the applicable capital
guidelines or policies of the Primary Federal Regulator, Debt Securities of any
series which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 301 for Debt Securities of any series) in accordance with this
Article.

                                       76

<PAGE>

         Section 1102. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee and, in the case of Debt Securities of a series held by an Issuer Trust,
the Property Trustee under the related Trust Agreement, of such Redemption Date
and of the principal amount and the tenor and terms of the Debt Securities of
any series to be redeemed; provided that in the case of any series of Debt
Securities initially issued to an Issuer Trust, for so long as such Debt
Securities are held by such Issuer Trust, such notice shall be given not less
than 45 nor more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement). In the case of any redemption of Debt Securities prior to the
expiration of any restriction on such redemption provided in the terms of such
Debt Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

         Section 1103. Selection by Trustee of Debt Securities to be Redeemed.

         Except as otherwise specified and contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series with like
tenor and terms not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Debt Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.

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

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

         Section 1104. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
106 not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed, provided that in the case of any
series of Debt Securities initially issued to an Issuer Trust, for so long as
such Debt

                                       77

<PAGE>

Securities are held by such Issuer Trust, such notice shall be given not less
than 45 nor more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement).

         All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      if less than all Outstanding Debt Securities of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the principal amounts) of the particular Debt
         Securities to be redeemed,

                  (4)      that on the Redemption Date the Redemption Price will
         become due and payable upon each such Debt Security to be redeemed, and
         that interest (including any Additional Interest) thereon shall cease
         to accrue on and after said date,

                  (5)      the Place or Places of Payment where such Debt
         Securities, together in the case of Bearer Securities with all coupons,
         if any, appertaining thereto maturing after the Redemption Date, are to
         be surrendered for payment of the Redemption Price,

                  (6)      that Bearer Securities may be surrendered for payment
         only at such place or places which are outside the United States,
         except as otherwise provided in Section 1002,

                  (7)      that the redemption is for a sinking fund, if such is
         the case, and

                  (8)      the CUSIP number, if any.

         A notice of redemption published as contemplated by Section 106 need
not identify particular Registered Securities to be redeemed.

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

         Section 1105. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money and/or, to the extent the Debt Securities to be redeemed are denominated
and payable in Dollars only, Eligible Instruments the payments of principal and
interest on which when due (and without reinvestment and providing no tax
liability will be imposed upon the Trustee or the Holders of the Debt Securities
to be redeemed) will provide money on or prior to the Redemption Date in such

                                       78

<PAGE>

amounts as will (together with any money irrevocably deposited in trust with the
Trustee, without investment) be sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest (including any Additional Interest) on, all the Debt Securities or
portions thereof which are to be redeemed on that date; provided, however, that
deposits with respect to Bearer Securities shall be made with a Paying Agent or
Paying Agents located outside the United States except as otherwise provided in
Section 1002, unless otherwise specified as contemplated by Section 301.

         Section 1106. Debt Securities Payable on Redemption Date.

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

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date, such
Bearer Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only upon presentation and surrender of those coupons at an office or
agency located outside of the United States except as otherwise provided in
Section 1002.

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

                                       79

<PAGE>

         Section 1107. Debt Securities Redeemed in Part.

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

         Section 1108. Right of Redemption of Debt Securities Initially Issued
to an Issuer Trust.

         In the case of the Debt Securities of a series initially issued to an
Issuer Trust, except as otherwise specified as contemplated by Section 301, the
Company, at its option, may redeem such Debt Securities (i) on or after the date
specified in such Debt Security, in whole at any time or in part from time to
time, or (ii) upon the occurrence and during the continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, at any time within 90
days following the occurrence and during the continuation of such Tax Event,
Investment Company Event or Capital Treatment Event, in whole (but not in part),
in each case at a Redemption Price specified in such Debt Security, together
with accrued interest (including any Additional Interest) to, but excluding, the
Redemption Date.

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

                                   ARTICLE XII

                                  SINKING FUNDS

         Section 1201. Applicability of Article.

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

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "mandatory
sinking fund payment", and any payment in excess of such minimum amount provided
for by the term of Debt Securities of any series is herein referred to an
"optional

                                       80

<PAGE>

sinking fund payment". If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt
Securities of such series.

         Section 1202. Satisfaction of Sinking Fund Payments with Debt
Securities.

         The Company (1) may deliver Outstanding Debt Securities of a series
(other than any previously called for redemption), together in the case of any
Bearer Securities of such series with all unmatured coupons appertaining
thereto, and (2) may apply as a credit Debt Securities of a series which have
been redeemed either at the election of the Company pursuant to the terms of
such Debt Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided that such
Debt Securities have not been previously so credited. Such Debt Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Debt Securities in lieu
of cash payments pursuant to this Section 1202, the principal amount of Debt
Securities to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debt Securities for redemption,
except upon Company Request, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Debt Securities purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

         Section 1203. Redemption of Debt Securities for Sinking Fund.

         Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash, the portion thereof, if any, which is to be
satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the
delivery of such Officers' Certificate, will also deliver to the Trustee any
Debt Securities to be so credited and not theretofore delivered to the Trustee.
Not less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select the
Debt Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Debt

                                       81

<PAGE>

Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.

                                  ARTICLE XIII

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 1301. Applicability of Article.

         Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
their terms and (except as otherwise specified pursuant to Section 301 for Debt
Securities of such series) in accordance with this Article.

         Section 1302. Repayment of Debt Securities.

         Each Debt Security which is subject to repayment in whole or in part at
the option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date
as specified pursuant to Section 301.

         Section 1303. Exercise of Option; Notice.

         Each Holder desiring to exercise such Holder's option for repayment
shall, as conditions to such repayment, surrender the Debt Security to be repaid
in whole or in part together with written notice of the exercise of such option
at any office or agency of the Company in a Place of Payment, not less than 30
nor more than 45 days prior to the Repayment Date; provided, however, that
surrender of Bearer Securities together with written notice of exercise of such
option shall be made at an office or agency located outside the United States
except as otherwise provided in Section 1002. Such notice, which shall be
irrevocable, shall specify the principal amount of such Debt Security to be
repaid, which shall be equal to the minimum authorized denomination for such
Debt Security or an integral multiple thereof, and shall identify the Debt
Security to be repaid and, in the case of a partial repayment of the Debt
Security, shall specify the denomination or denominations of the Debt Security
or Debt Securities of the same series to be issued to the Holder for the portion
of the principal of the Debt Security surrendered which is not to be repaid.

         If any Bearer Security surrendered for repayment shall not be
accompanied by all unmatured coupons and all matured coupons in default, such
Bearer Security may be paid after deducting from the Repayment Price an amount
equal to the face amount of all such missing coupons, or the surrender of such
missing coupon or coupons may be waived by the Company and the Trustee if there
be furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Repayment
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only at an office or agency located outside the United States except
as otherwise provided in Section 1002.

                                       82

<PAGE>

         The Company shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Registered Security so
surrendered a new Registered Security or Securities of the same series, of any
authorized denomination specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Registered
Security so surrendered which is not to be repaid.

         The Company shall execute and the Trustee shall authenticate and
deliver without service charge to the Holder of any Bearer Security so
surrendered a new Registered Security or Securities or new Bearer Security or
Securities (and all appurtenant unmatured coupons and matured coupons in
default) or any combination thereof of the same series of any authorized
denomination or denominations specified in the foregoing notice, in an aggregate
principal amount equal to any portion of the principal of the Debt Security so
surrendered which is not to be paid; provided, however, that the issuance of a
Registered Security therefor shall be subject to applicable laws and
regulations, including provisions of the United States Federal income tax laws
and regulations in effect at the time of the exchange; neither the Company, the
Trustee nor the Security Registrar shall issue Registered Securities for Bearer
Securities if it has received an Opinion of Counsel that as a result of such
issuance the Company would suffer adverse consequences under the United States
Federal income tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such issuances
thereafter unless and until the Trustee receives a subsequent Company Order to
the contrary. The Company shall deliver copies of such Company Order to the
Security Registrar.

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the repayment of Debt Securities shall
relate, in the case of any Debt Security repaid or to be repaid only in part, to
the portion of the principal of such Debt Security which has been or is to be
repaid.

         Section 1304. Election of Repayment by Remarketing Entities.

         The Company may elect, with respect to Debt Securities of any series
which are repayable at the option of the Holders thereof before their Stated
Maturity, at any time prior to any Repayment Date to designate one or more
Remarketing Entities to purchase, at a price equal to the Repayment Price, Debt
Securities of such series from the Holders thereof who give notice and surrender
their Debt Securities in accordance with Section 1303.

         Section 1305. Securities Payable on the Repayment Date.

         Notice of exercise of the option of repayment having been given and the
Debt Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the
Repayment Date become due and payable at the price therein specified and from
and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent provided
above, shall be void, unless the Company shall default in the payment of such
price in which case the Company shall continue to be obligated for the principal
amount of such Debt Securities and shall be obligated to pay interest on such

                                       83
<PAGE>

principal amount at the rate borne by such Debt Securities from time to time
until payment in full of such principal amount.

                                   ARTICLE XIV

               EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

         Section 1401. Applicability of Article.

         If an Officers' Certificate or supplemental indenture pursuant to
Section 301 provides for the exchange of Capital Securities for Debt Securities
of any series at the election of the Company or otherwise, Debt Securities of
such series shall be exchanged for Capital Securities in accordance with their
terms and (except as otherwise specified in such Officers' Certificate or
supplemental indenture) in accordance with this Article.

         Section 1402. Exchange of Capital Securities for Debt Securities at
Stated Maturity.

         At the Stated Maturity of Debt Securities of any series which may be
exchanged, subject to prepayment prior to such Stated Maturity on the Capital
Exchange Date selected by the Company for Debt Securities of such series, as
described below, early exchange pursuant to Section 1403 or payment in cash
pursuant to Section 502, 1416 or 1417, the Company shall exchange Capital
Securities with a Market Value equal to the principal amount of the Outstanding
Debt Securities of such series for the Debt Securities of such series in whole.

         The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent as to the type of Capital Securities to be exchanged
for the Debt Securities of such series on the Capital Exchange Date for Debt
Securities of such series. Such notice shall include a form of Capital Security
Election Form substantially as set forth in Section 1409, shall make the
statements and contain the information included in Section 1404(a), and shall be
given no less than 90 days prior to the Stated Maturity of such Debt Securities.
Notice of such Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of the Debt Securities of such
series, if larger, shall also be given by the Company in the manner required by
Section 1404(b) not less than three Business Days prior to such Capital Exchange
Date.

         The Capital Exchange Date for any prepayment of Debt Securities of each
series may be selected by the Company to be any date between a date 60 days
prior to the Stated Maturity of such Debt Securities and such Stated Maturity,
inclusive, and to be the date of the closing of the Secondary Offering for Debt
Securities of such series. In the event the Company fails to effect such
Secondary Offering, the Capital Exchange Date will be the Stated Maturity of the
Debt Securities of such series. Notice of each such Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of the Debt Securities of such series, if larger, shall also be given by the

                                       84

<PAGE>

Company in the manner required by Section 1404(b) not less than three Business
Days prior to such Capital Exchange Date.

         The Company will effect each Secondary Offering such that the closing
of the Secondary Offering will occur on the Capital Exchange Date.

         Section 1403. Right of Early Exchange of Capital Securities for Debt
Securities.

         The Debt Securities of any series to be exchanged may be exchanged at
the election of the Company, as a whole or from time to time in part, prior to
the Stated Maturity thereof for Capital Securities with a Market Value equal to
the principal amount of such Debt Securities on any early Capital Exchange Date,
together with accrued interest to such Capital Exchange Date.

         The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent not less than 90 days nor more than 120 days prior to
any early Capital Exchange Date for Debt Securities of such series, which notice
shall include a form of Capital Security Election Form substantially as set
forth in Section 1409 and make the statements and contain the information
included in Section 1404(a). Notice of each such early Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of such series, if larger, shall also be given by the Company in the manner
required by Section 1404(b) not less than three Business Days prior to such
early Capital Exchange Date.

         The Company may at its option accelerate any such Capital Exchange Date
within the 60-day period prior to such Capital Exchange Date by giving notice of
such accelerated Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of such series, if larger, in the
manner required by Section 1404(b) not less than three Business Days prior to
such accelerated Capital Exchange Date.

         The Company will effect each Secondary Offering such that the closing
of such Secondary Offering will occur on the Capital Exchange Date.

         Section 1404. Notices of Exchange.

                  (a)      All notices of exchange subject to this paragraph
         shall state:

                       (1) the type of Capital Securities to be exchanged for
         the Debt Securities of such series on the Capital Exchange Date for
         Debt Securities of such series;

                       (2) the proposed Capital Exchange Date;

                       (3) that each Holder of Debt Securities of such series
         being exchanged will receive on such Capital Exchange Date accrued and
         unpaid

                                       85

<PAGE>

         interest in cash and may elect to receive on such Capital Exchange Date
         Capital Securities with a Market Value equal to the principal amount of
         the Debt Securities of such series owned by such Holder and that, in
         the absence of any such election by the Holder, such Holder will be
         deemed to have received on such Capital Exchange Date Capital
         Securities having such Market Value and to have elected to have such
         Capital Securities sold for such Holder by the Company in the related
         Secondary Offering for cash proceeds to such Holder on such Capital
         Exchange Date equal to the aggregate principal amount of all Debt
         Securities of such series being exchanged owned by such Holder;

                       (4) that on such Capital Exchange Date the Capital
         Exchange Price will become due and payable upon each such Debt Security
         to be exchanged and that interest thereon will cease to accrue on and
         after said date;

                       (5) if less than all the Outstanding Debt Securities of
         any series are to be exchanged, the identification and principal amount
         of the particular Debt Securities to be exchanged;

                       (6) that each Holder for whom Capital Securities are
         being offered in the Secondary Offering shall be deemed to have
         appointed the Company its attorney-in-fact to execute any and all
         documents and agreements the Company deems necessary or appropriate to
         effect such Secondary Offering;

                       (7) (A) that the Company will assume, unless advised to
         the contrary in writing within 30 days after the date of notice of
         exchange, that the Capital Securities are to be offered for the account
         of the Holder, that such Holder has not held any position, office or
         other material relationship with the Company within three years
         preceding the Secondary Offering, that the Holder owns no other Capital
         Securities, and that after completion of the Secondary Offering the
         Holder will own less than one percent of the class of such Capital
         Securities, and (B) that if any of these assumptions is not correct,
         the Holder shall promptly so advise the Company;

                       (8) the Place or Places of Capital Exchange;

                       (9) that Bearer Securities may be surrendered for payment
         or exchange only at a Place or Places of Capital Exchange which are
         outside the United States, except as otherwise provided in Section
         1002; and

                       (10) the CUSIP number, if any.

                  (b)      Each notice of exchange subject to this paragraph
         shall be given in the manner provided in Section 106 to each Holder of
         Debt Securities to be exchanged, and the Company shall forthwith give
         such notice by telephone to the Trustee and the Capital Exchange Agent,
         promptly confirmed in writing.

                                       86

<PAGE>

                  (c)      (1) Except as may otherwise be specified pursuant to
         Section 301 for Debt Securities of any series, if less than all the
         Debt Securities of any series are to be exchanged, the Company shall at
         least 135 days prior to the related Capital Exchange Date (unless a
         shorter period shall be satisfactory to the Trustee) notify the Trustee
         of such Capital Exchange Date and of the principal amount of Debt
         Securities of such series to be exchanged and the particular Debt
         Securities to be exchanged shall be selected not more than 135 days
         prior to the related Capital Exchange Date by the Trustee, from the
         Outstanding Debt Securities of such series not previously exchanged, by
         such method as the Trustee shall deem fair and appropriate and which
         may provide for the selection for exchange of portions (equal to the
         minimum authorized denomination for Debt Securities of such series or
         any integral multiple thereof) of the principal amount of Registered or
         Bearer Securities of such series of a denomination larger than the
         minimum authorized denomination for Debt Securities of such series.

                           In any case where Debt Securities of such series are
         registered in the same name, the Trustee in its discretion may treat
         the aggregate principal amount so registered as if it were represented
         by one Debt Security of such series.

                       (2) The Trustee shall promptly notify the Company in
         writing of the Debt Securities selected for exchange and, in the case
         of any Debt Securities selected for partial exchange, the principal
         amount thereof to be exchanged.

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

         Section 1405. Rights and Duties of Holders of Debt Securities to be
Exchanged for Capital Securities.

                  (a)      Subject to Section 503, and without prejudice to the
         rights pursuant to Section 1413 of Holders of Debt Securities of any
         series to be exchanged, no Holder of Debt Securities of such series
         shall be entitled to receive any cash from the Company on any Capital
         Exchange Date or at the Stated Maturity of any Debt Security of such
         series except from the proceeds of the sale of such Holder's Capital
         Securities in the related Secondary Offering and except as provided
         herein with respect to fractional Capital Securities, amounts equal to
         expenses of the sale in the related Secondary Offering of such Capital
         Securities, accrued and unpaid interest and acceleration upon an Event
         of Default. In the event that the Company does not effect such
         Secondary Offering, such Holder will receive Capital Securities with a
         Market Value equal to the principal amount of Debt Securities of such
         series owned by such Holder which are subject to such exchange and not
         cash other than in lieu of any fractional Capital Securities and for
         accrued and unpaid interest, without prejudice to such Holder's rights
         pursuant to Section 1413.

                                       87

<PAGE>

                  (b)      Each Holder for whom Capital Securities are being
         offered in the Secondary Offering shall be deemed to have appointed the
         Company its attorney-in-fact to execute any and all documents and
         agreements the Company deems necessary or appropriate to effect such
         Secondary Offering.

                  (c)      Unless advised to the contrary in writing within 30
         days following the date of the notice described in Section 1404(a) by
         any Holder for whom Capital Securities are being offered in the
         Secondary Offering, the Company shall assume for the purposes of any
         Secondary Offering that the Capital Securities are to be offered for
         the account of such Holder, that such Holder has not held any position,
         office or other material relationship with the Company within three
         years preceding the Secondary Offering, that such Holder owns no other
         Capital Securities, and that after completion of the Secondary Offering
         such Holder will own less than one percent of the class of such Capital
         Securities.

                  (d)      Each Holder for whom Capital Securities are being
         offered in the Secondary Offering agrees to indemnify and hold harmless
         the Company, any other Holder, and any underwriter, agent or other
         similar person from and against any and all losses, claims, damages and
         liabilities resulting from or based upon any untrue statement or
         alleged untrue statement of any material fact contained in any notice
         of exchange, any offering memorandum or selling document or
         registration statement relating to the Secondary Offering, any
         preliminary prospectus or prospectus contained therein, or any
         amendment thereof or supplement thereto, or resulting from or based
         upon the omission or alleged omission to state therein a material fact
         required to be stated therein or necessary to make the statements
         therein not misleading, which untrue statement, alleged untrue
         statement, omission or alleged omission is made therein (i) in reliance
         upon and in conformity with any written information furnished to the
         Company by or on behalf of any such Holder specifically for use in
         connection with the preparation thereof or (ii) because of such
         Holder's failure to advise the Company in writing that any of the
         assumptions described in Section 1404(a)(7)(A) and Subsection (c) of
         this Section is incorrect.

                  (e)      In order for any Holder who has duly returned a
         Capital Security Election Form to receive Capital Securities on any
         Capital Exchange Date for any Debt Security of any series, (1) the
         Holder of any Registered Security to be exchanged shall surrender such
         Debt Security (with, if the Company or the Trustee so requires, due
         endorsement by, or a written instrument of transfer in form
         satisfactory to the Company and the Trustee duly executed by, the
         Holder of any Registered Security or his attorney duly authorized in
         writing) to the Capital Exchange Agent on the Capital Exchange Date,
         and (2) the Holder of any Bearer Security to be exchanged shall
         surrender such Debt Security and all unmatured coupons and all matured
         coupons in default with the Capital Security Election Form at a Place
         of Capital Exchange outside the United States designated pursuant to
         Section 1404(a)(8) except as otherwise provided in Section 1002. If the
         Holder of a Bearer Security is unable to produce any such Debt Security
         or coupons, the surrender of such Debt Security or coupons may be
         waived by

                                       88

<PAGE>

         the Company and the Trustee, if there be furnished to them such
         security or indemnity as they may require to save each of them and any
         Capital Exchange Agent harmless in respect of such Debt Security or
         coupons. Except as provided in Section 307, no payment or adjustment
         shall be made upon any exchange on account of any interest accrued on
         any Debt Securities surrendered for exchange or on account of any
         dividends or interest on the Capital Securities issued upon exchange.

                  (f)      Debt Securities of any series to be exchanged shall
         be deemed to have been exchanged on the Capital Exchange Date therefor
         in accordance with the foregoing provisions, and at such time the
         rights of the Holders of such Debt Securities as Holders shall cease
         (subject to the provisions of Section 307 and without prejudice to the
         rights of Holders of Debt Securities of such series pursuant to Section
         1413), and the Person or Persons entitled to receive the Capital
         Securities issuable upon such exchange shall be treated for all
         purposes as the record holder or holders of such Capital Securities at
         such time.

         Section 1406. Election to Exchange.

         The election of the Company to exchange Capital Securities for Debt
Securities pursuant to Section 1403 shall be evidenced by a Board Resolution.

         Section 1407. Deposit of Capital Exchange Price.

         On any Capital Exchange Date for Debt Securities of any series which
may be exchanged, the Company shall deposit with the Trustee or with a Capital
Exchange Agent in the Borough of Manhattan, The City of New York (or, if the
Company is acting as Capital Exchange Agent, segregate and hold in trust as
provided in Section 1003) Capital Securities and an amount of money which
together are sufficient to pay the Capital Exchange Price of, and (except if
such Capital Exchange Date shall be an Interest Payment Date) accrued interest
on, all the Debt Securities of such series or portions thereof which are to be
exchanged on that date; provided, however, that deposits with respect to Bearer
Securities shall be made with a Capital Exchange Agent or Capital Exchange
Agents located outside the United States except as otherwise provided in Section
1002, unless otherwise specified as contemplated by Section 301.

         Section 1408. Debt Securities Due on Capital Exchange Date; Debt
Securities Exchanged in Part.

         Notice of exchange having been given as aforesaid, the Debt Securities
of any series so to be exchanged shall, on the Capital Exchange Date for such
Debt Securities, become due and payable at the Capital Exchange Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Capital Exchange Price and accrued interest) Debt Securities of
such series to be exchanged shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities to be exchanged, except to
the extent provided below, shall be void. Upon surrender of any Debt Security of
such series for exchange in accordance with said notice, such Debt Security
shall be paid by the Company at the Capital Exchange Price, together with
accrued interest to the Capital Exchange Date; provided, however, that if such
Capital Exchange

                                       89

<PAGE>

Date is an Interest Payment Date, the interest payable on such date shall be
paid to the Holder of Debt Securities of such series according to the terms of
the Debt Securities of such series and the provisions of Section 307; and
provided further, that exchanges of Bearer Securities shall be made only and
installments of interest on Bearer Securities whose Stated Maturity is on or
prior to the Capital Exchange Date shall be payable only at an office or agency
located outside the United States except as otherwise provided in Section 1002
and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Bearer Securities and coupons.

         If any Bearer Security surrendered for exchange shall not be
accompanied by all unmatured coupons and all matured coupons in default, such
Bearer Security may be paid after deducting from the Capital Exchange Price an
amount equal to the face amount of all missing coupons, or the surrender of such
missing coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Capital Exchange Agent harmless. If thereafter the Holder of such
Bearer Security shall surrender to the Trustee or Capital Exchange Agent any
such missing coupon in respect of which a deduction shall have been made from
the Capital Exchange Price, such Holder shall be entitled to receive the amount
so deducted without interest thereon; provided, however, that interest on Bearer
Securities shall be payable only at an office or agency located outside of the
United States except as otherwise provided in Section 1002.

         If any Debt Security of any series called for exchange shall not be so
paid or exchanged upon surrender thereof for exchange, the principal shall,
until paid, bear interest from such Capital Exchange Date at the rate or rates
prescribed therefor in such Debt Security; provided, however, that in the case
of Bearer Securities, any such principal and interest thereon shall be paid at
an office or agency located outside the United States except as otherwise
provided in Section 1002.

         Any Registered Security which is to be exchanged only in part shall be
surrendered as provided herein (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing) and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities of the same
series, of any authorized denomination or denominations as requested by such
Holder in aggregate principal amount equal to and in exchange for the
unexchanged portion of principal of the Debt Security so surrendered.

         Any Bearer Security which is to be exchanged only in part shall be
surrendered as provided herein and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities or new Bearer
Security or Securities (and all appurtenant unmatured coupons and coupons in
default) or any combination thereof of the same series, of any surrendered
denomination or denominations as requested by such Holder in aggregate principal
amount equal to and in exchange for the unexchanged portion of principal of the
Debt Security so surrendered; provided, however, the issuance of a Registered

                                       90

<PAGE>

Security therefor shall be subject to applicable laws and regulations, including
provisions of the United States federal income tax laws and regulations in
effect at the time of the exchange; neither the Company, the Trustee nor the
Security Registrar shall issue Registered Securities in exchange for Bearer
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
Federal income tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Company delivers to the Trustee a subsequent
Company Order to the contrary. The Company shall deliver copies of such Company
Orders to the Security Registrar.

         Section 1409. Form of Capital Security Election Form.

         The form of Capital Security Election Form shall be substantially as
follows with such additions, deletions or changes thereto as may be approved by
the Company:

                         CAPITAL SECURITY ELECTION FORM

To:      [Insert Names and Addresses
         of Capital Exchange Agents]

         The undersigned Holder of [insert title of Debt Security] ("Debt
Securities") of Popular, Inc. hereby elects to receive on the Capital Exchange
Date determined pursuant to the Indenture dated as of ______________, 2003,
("Indenture"), between Popular, Inc. and Bank One Trust Company, N.A., as
Trustee, and referred to in the notice of exchange published or delivered to the
undersigned with this Capital Security Election Form, Capital Securities of
Popular, Inc. with a Market Value equal to the principal amount of the Debt
Securities being exchanged owned by the undersigned Holder and, in the case of
Bearer Securities, delivered herewith together with all coupons appertaining
thereto. Unless this Capital Security Election Form together with, in the case
of Bearer Securities, such Bearer Securities and coupons, is received by any
Capital Exchange Agent named above at an address shown above on or prior to
______________________________, the Holder will be deemed to have elected to
participate in the sale of the Holder's Capital Securities in the Secondary
Offering and will receive cash on the Capital Exchange Date in an amount equal
to the principal amount of all Debt Securities being exchanged owned by the
Holder. All terms used herein and not otherwise defined herein shall have the
meanings specified in the Indenture.

Dated ______________________

                                            ____________________________________
                                                        Name of Holder

         Section 1410. Fractional Capital Securities.

         No fractional Capital Securities shall be issued upon exchange for any
Debt Securities. If more than one Debt Security of any series shall be
surrendered for exchange at one time by the same Holder, the amount of all
Capital Securities

                                       91

<PAGE>

which shall be issuable upon exchange thereof shall be computed on the basis of
the aggregate principal amount of Debt Securities of such series so surrendered.
In lieu of issuing any fractional Capital Security, the Company shall pay a cash
adjustment in respect of such fraction in an amount equal to the same fraction
of the Market Value of the Capital Security.

         Section 1411. Company to Obtain Governmental and Regulatory Approvals.

         The Company covenants that if any Capital Securities required to be
exchanged for Debt Securities hereunder require registration with or approval of
any governmental authority under any federal or state law, or any national
securities exchange, before such Capital Securities may be issued, the Company
will in good faith and as expeditiously as possible endeavor to cause such
Capital Securities to be duly registered or approved, as the case may be;
provided, however, that nothing in this Section shall be deemed to affect in any
way the obligation of the Company to exchange Capital Securities for Debt
Securities as provided in this Article.

         Section 1412. Taxes on Exchange.

         The Company will pay any and all transfer, stamp or similar taxes that
may be payable in respect of the issue or delivery of Capital Securities in
exchange for Debt Securities pursuant hereto.

         Section 1413. Covenants as to Capital Securities and Secondary
Offering.

                  (a)      The Company covenants that it will issue, or cause to
         be issued, Capital Securities of the type, in the amounts and at the
         times required by this Indenture.

                  (b)      The Company covenants that all Capital Securities
         which may be issued in exchange for Debt Securities will upon issuance
         be duly and validly issued and, if applicable, fully paid and
         nonassessable.

                  (c)      The Company unconditionally undertakes to sell
         Capital Securities in each Secondary Offering (and to bear all expenses
         of each Secondary Offering, including underwriting discounts and
         commissions) at the times and in the manner required by this Indenture
         unless all Holders have duly elected to receive Capital Securities on
         the related Capital Exchange Date.

                  (d)      The Company agrees to indemnify and hold harmless in
         connection with any Secondary Offering any Holder for the account of
         whom Capital Securities are being offered and sold from and against any
         and all losses, claims, damages and liabilities resulting from or based
         upon any untrue statement or alleged untrue statement of any material
         fact contained in any notice of exchange, any offering memorandum or
         selling document or registration statement relating to the Secondary
         Offering, any preliminary prospectus or prospectus contained therein,
         or any amendment thereof or supplement thereto, or resulting from or
         based upon the omission or alleged omission to state therein a material
         fact required to be stated therein or necessary to make the statements
         therein not

                                       92

<PAGE>

         misleading, or resulting from the Company's failure to comply with
         Section 1411; provided, however, the Company will not be liable in any
         such case to the extent that any such loss, claim, damage or liability
         arises out of or is based upon any such untrue statement, alleged
         untrue statement, omission or alleged omission made therein (i) in
         reliance upon and in conformity with written information furnished to
         the Company by or on behalf of any such Holder specifically for use in
         connection with the preparation thereof or (ii) because of such
         Holder's failure to advise the Company in writing that any of the
         assumptions described in Section 1404(a)(7)(A) is incorrect. In
         connection with any Secondary Offering, the Company agrees to obtain
         appropriate indemnification of any Holder for the account of whom
         Capital Securities are being offered and sold in any Secondary Offering
         from any underwriter, agent or other similar person.

         Section 1414. Provision in Case of Consolidation, Merger or Transfer of
Assets.

         In case of any consolidation of the Company with, or merger of the
Company into, any other corporation (other than a consolidation or merger in
which the Company is the continuing corporation), or in case of any conveyance
or transfer of the properties and assets of the Company substantially as an
entirety, the corporation formed by such consideration or the corporation into
which the Company shall have been merged or the corporation which shall have
acquired such assets of the Company, as the case may be, shall execute and
deliver to the Trustee a supplemental indenture providing that the Holder of
each Debt Security then Outstanding shall have the right thereafter to receive
securities of such successor on the Capital Exchange Date for such Debt Security
with a Market Value equal to the principal amount of such Debt Security. The
above provisions of this Section shall similarly apply to successive
consolidations, mergers, conveyances or transfers.

         Section 1415. Trustee Not Responsible.

         The Trustee shall not at any time be under any duty or responsibility
to any Holder of Debt Securities of any series to be exchanged to determine the
Market Value of any Capital Securities delivered in exchange for Debt Securities
of such series and may rely on and shall be entitled to receive prior to any
Capital Exchange Date for Debt Securities of such series an Officers'
Certificate of the Company as to the Market Value of the Capital Securities
being exchanged for the Debt Securities of such series and the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series or the minimum denomination of such series, if larger, and that
such Capital Securities qualify as Capital Securities under the definition
thereof contained herein. The Trustee shall not be accountable with respect to
the validity or value (or the kind or amount) of any Capital Securities which
may at any time be issued or delivered in exchange for any Debt Security; and
the Trustee does not make any representation with respect thereto. The Trustee
shall not be responsible for any failure of the Company to issue, transfer or
deliver any Capital Securities or Capital Security certificates or other
securities or property upon the surrender of any Debt Security for the purpose
of exchange or to comply with any of the covenants of the Company contained in
this Article.

                                       93

<PAGE>

         Section 1416. Revocation of Obligation to Exchange Capital Securities
for Debt Securities.

         The Company's obligations to exchange Capital Securities for Debt
Securities of any series as provided in Section 1402 is absolute and
unconditional; provided, however, that such obligation may be revoked at the
option of the Company at any time on not less than 60 days' prior notice given
in the manner provided in Section 106 to the Holders of Debt Securities of such
series, the Trustee and the Capital Exchange Agent, if the Company shall
determine that under regulations then in effect of the Company's Primary Federal
Regulator either the Debt Securities are no longer includable as capital or it
is no longer necessary for the Company to be obligated to exchange Capital
Securities for Debt Securities in order for the Debt Securities to maintain the
same capital treatment as they are then receiving under the regulations or if
approval of the Primary Federal Regulator is obtained for such revocation.

         In the event such obligation is revoked

                  (a)      the Company will pay the Debt Securities of such
         series in cash at 100% of the principal amount thereof on the Stated
         Maturity thereof, and

                  (b)      the Company may, at any time on or after a date
         selected by the Company, on not less than 60 days' prior notice given
         in the manner provided in Section 106 to the Holders of Debt Securities
         of such series and the Trustee, redeem the Debt Securities of such
         series, in whole or in part, for cash at 100% of the principal amount
         thereof, plus accrued interest to the Redemption Date.

         Section 1417. Optional Securities Funds.

                  (a)      (1) With respect to Debt Securities of any series for
         which an Officers' Certificate or supplemental indenture pursuant to
         Section 301 provides that the Debt Securities of such series are
         exchangeable for Capital Securities, the Company may elect to establish
         a fund (referred to herein as the "Optional Securities Funds") to which
         funds may at any time be designated by the Company as provided in
         Section 1502 as if such Optional Securities Funds were Securities Funds
         (as defined in Article XV) to be used to pay the principal of the Debt
         Securities of such series.

                       (2) Notwithstanding any provisions to the contrary
         contained in this Indenture or in the Debt Securities of any series,
         neither funds designated as Optional Securities Funds nor any other
         property from time to time held as Optional Securities Funds shall be
         deemed to be for any purpose property of the Holders or trust funds for
         the benefit of the Holders, and the Optional Securities Funds shall not
         constitute security for the payment of the Debt Securities.

                  (b)      In lieu of, or in addition to, any exchange of
         Capital Securities for Debt Securities of any series which may be made
         in accordance with the provisions of Sections 1402 and 1403, the
         Company may

                                       94

<PAGE>

         elect to redeem the Debt Securities of such series in accordance with
         the provisions of Section 1106 and the terms of the Debt Securities of
         each series, in whole or in part, by paying the principal of such Debt
         Securities with funds designated as Optional Securities Funds at a
         price equal to the percentage of the principal amount established in
         the terms of the Debt Securities of such series on the Redemption Date
         of the Debt Securities to be so redeemed, and (except if such
         Redemption Date shall be an Interest Payment Date) by paying accrued
         interest on such Debt Securities. If such Redemption Date is an
         Interest Payment Date, the interest payable on such date shall be paid
         to the Holder of Debt Securities of such series according to the terms
         of the Debt Securities of such series and the provisions of Section
         307.

                  (c)      The Company shall give notice of such proposed
         redemption in the manner provided in Section 106 to the Holders of the
         Debt Securities of such series within the time prescribed for the
         giving of the initial notice in Section 1402 or 1403, depending upon
         the Redemption Date selected by the Company. Such notice shall state
         the Redemption Date and the place or places where the Debt Securities
         of the series to be paid are to be surrendered for payment; provided,
         however, if such redemption is of less than all of the Debt Securities
         of such series and is to be made on a Capital Exchange Date specified
         in accordance with Section 1402 or 1403, then such notice may be
         incorporated into any initial notice of such Capital Exchange Date and
         provided that no notice of any redemption may be given unless there are
         sufficient Optional Securities Funds to pay the principal amount of the
         Debt Securities to be redeemed.

                  (d)      If less than all the Debt Securities of any series
         are to be so redeemed, then Sections 1404(c) and 1408 shall apply to
         the redemption in the same manner as if such Debt Securities were to be
         exchanged for Capital Securities.

                  (e)      Funds designated as Optional Securities Funds shall
         be released from such designation under the circumstances described in
         Section 1503.

                                   ARTICLE XV

                                SECURITIES FUNDS

         Section 1501. Creation of Securities Funds.

         A fund (the "Securities Funds") will be established when specified in
an Officers' Certificate or supplemental indenture pursuant to Section 301 for
the Debt Securities of any series pursuant to which funds may be designated by
the Company as provided in Section 1502, to be used to pay the principal of the
Debt Securities of that series.

         Notwithstanding any provision to the contrary contained in this
Indenture or in the Debt Securities of any series, neither funds designated as
Securities Funds nor any other property from time to time held as Securities
Funds shall be deemed to be for any purpose property of the Holders or trust
funds for the

                                       95

<PAGE>

benefit of the Holders, and the Securities Funds shall not constitute security
for the payment of the Debt Securities.

         Section 1502. Designations of Securities Funds.

         The Securities Funds will consist of amounts equal to (i) the net
proceeds of the sale of Capital Securities for cash from time to time after the
date of initial issuance of the Debt Securities of any series for which funds
may be designated by the Company as provided in this Section, and (ii) the
market value, as determined by the Company, of Capital Securities sold from time
to time after the date of initial issuance of the Debt Securities of such series
in exchange for other property, less the expenses to effect any such exchanges,
and (iii) other funds which the regulations of the Primary Federal Regulator
then permit for the payment of principal of "mandatory convertible securities
(equity commitment notes)" as defined in such regulations; provided that (x) the
Company has designated such amounts as Securities Funds on its books and records
in the manner required by the Primary Federal Regulator, and (y) there shall be
deducted from the Securities Funds an amount equal to the amount of any funds
used to redeem or repay the Debt Securities of such series for which Securities
Funds are required to be designated or any similar securities.

         Section 1503. Covenant of the Company to Obtain Securities Funds.

         Notwithstanding anything else contained herein, the Company hereby
covenants and agrees that with regard to the Debt Securities of any series which
by its terms requires the designation of Securities Funds (i) by the Interest
Payment Date which occurs on or next preceding the date when one-third of the
period from the date of issuance of the Debt Securities of such series to their
Stated Maturity has elapsed, it will have obtained Securities Funds in an amount
that will equal at least one-third of the original aggregate principal amount of
the Debt Securities of such series (or such lesser amount as the Primary Federal
Regulator may permit from time to time) and will have prepared and delivered to
the Trustee an Officers' Certificate to the foregoing effect, (ii) by the
Interest Payment Date which occurs on or next preceding the date when two-thirds
of the period from the date of issuance of the Debt Securities of such series to
their Stated Maturity has elapsed, it will have obtained Securities Funds in an
amount that will equal at least two-thirds of the original aggregate principal
amount of the Debt Securities of such series (or such lesser amount as the
Primary Federal Regulator may permit from time to time) and will have prepared
and delivered to the Trustee an Officers' Certificate to the foregoing effect,
and (iii) by 60 days prior to the Stated Maturity of the Debt Securities of such
series, it will have obtained Securities Funds in an amount that will equal not
less than the original aggregate principal amount of the Debt Securities of such
series (or such lesser amount as the Primary Federal Regulator may permit from
time to time) and will have prepared and delivered to the Trustee an Officers'
Certificate to the foregoing effect; provided, however, that such covenant and
agreement of the Company shall be cancelled and amounts theretofore designated
as Securities Funds will be released from such designation in the event and to
the extent that the Company shall determine that under the regulations of the
Company's Primary Federal Regulator either the Debt Securities are no longer
includable as capital or it is no longer necessary for the Company to be
obligated to pay the principal of the Debt Securities out of Securities Funds in

                                       96

<PAGE>

order for the Debt Securities to maintain the same capital treatment as they are
then receiving under such regulations, in the event and to the extent that
approval of the Primary Federal Regulator is obtained for such cancellation and
release or in the event and to the extent that the Company shall have exchanged
or redeemed such Debt Securities pursuant to the terms of such Debt Securities
of such series from a source other than amounts designated as Securities Funds.

                                   ARTICLE XVI

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

         Section 1601. Purposes for Which Meetings May Be Called.

         If Debt Securities of a series are issuable in whole or in part as
Bearer Securities, a meeting of Holders of Debt Securities of such series may be
called at any time and from time to time pursuant to this Article to make, give
or take any request, demand, authorization, direction, notice, consent, waiver
or other Act provided by this Indenture to be made, given or taken by Holders of
Debt Securities of such series.

         Section 1602. Call, Notice and Place of Meetings.

                  (a)      The Trustee may at any time call a meeting of Holders
         of Debt Securities of any series issuable as Bearer Securities for any
         purpose specified in Section 1601, to be held at such time and at such
         place in the Borough of Manhattan, The City of New York, or in San
         Juan, Puerto Rico, as the Trustee shall determine. Notice of every
         meeting of Holders of Debt Securities of any series, setting forth the
         time and the place of such meeting and in general terms the action
         proposed to be taken at such meeting, shall be given, in the manner
         provided in Section 106, not less than 21 nor more than 180 days prior
         to the date fixed for the meeting.

                  (b)      In case at any time the Company, pursuant to a Board
         Resolution, or the Holders of at least 10% in principal amount of the
         Outstanding Debt Securities of any series shall have requested the
         Trustee to call a meeting of the Holders of Debt Securities of such
         series for any purpose specified in Section 1601, by written request
         setting forth in reasonable detail the action proposed to be taken at
         the meeting, and the Trustee shall not have made the first publication
         of the notice of such meeting within 21 days after receipt of such
         request or shall not thereafter proceed to cause the meeting to be held
         as provided herein, then the Company or the Holders of Debt Securities
         of such series in the amount above specified, as the case may be, may
         determine the time and the place in the Borough of Manhattan, The City
         of New York, or in San Juan, Puerto Rico, for such meeting and may call
         such meeting for such purposes by giving notice thereof as provided in
         subsection (a) of this Section.

                                       97

<PAGE>

         Section 1603. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Debt Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

         Section 1604. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the chairperson
of the meeting prior to the adjournment of such adjourned meeting. Notice of
this reconvening of any adjourned meeting shall be given as provided in Section
1602(a), except that such notice need be given only once not less than five days
prior to the date on which the meeting is scheduled to be reconvened. Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Debt Securities of
such series which shall constitute a quorum.

         Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of majority in principal amount of the Outstanding Debt Securities of that
series, provided however, that, except as limited by the proviso to Section 902,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Debt
Securities of that series.

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

                                       98

<PAGE>

         Section 1605. Determination of Voting Rights; Conduct and Adjournment
of Meetings.

                  (a)      Notwithstanding any other provisions of this
         Indenture, the Trustee may make such reasonable regulations as it may
         deem advisable for any meeting of Holders of Debt Securities of such
         series in regard to proof of the holding of Debt Securities of such
         series and of the appointment of proxies and in regard to the
         appointment and duties of inspectors of votes, the submission and
         examination of proxies, certificates and other evidence of the right to
         vote, and such other matters concerning the conduct of the meeting as
         it shall deem appropriate. Except as otherwise permitted or required by
         any such regulations, the holding of Debt Securities shall be proved in
         the manner specified in Section 104 and the appointment of any proxy
         shall be proved in the manner specified in Section 104 or, in the case
         of Bearer Securities, by having the signature of the person executing
         the proxy witnessed or guaranteed by any trust company, bank or banker
         authorized by Section 104 to certify to the holding of Bearer
         Securities. Such regulations may provide that written instruments
         appointing proxies, regular on their face, may be presumed valid and
         genuine without the proof specified in Section 104 or other proof.

                  (b)      The Trustee shall, by an instrument in writing,
         appoint a temporary chairperson of the meeting, unless the meeting
         shall have been called by the Company or by Holders of Debt Securities
         as provided in Section 1602(b), in which case the Company or the
         Holders of Debt Securities of the series calling the meeting, as the
         case may be, shall in like manner appoint a temporary chairperson. A
         permanent chairperson and a permanent secretary of the meeting shall be
         elected by vote of the Persons entitled to vote a majority in principal
         amount of the Outstanding Debt Securities of such series represented at
         the meeting.

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

                  (d)      Any meeting of Holders of Debt Securities of any
         series duly called pursuant to Section 1602 at which a quorum is
         present may be adjourned from time to time by Persons entitled to vote
         a majority in principal amount of the Outstanding Debt Securities of
         such series represented at the meeting; and the meeting may be held as
         so adjourned without further notice.

                                       99

<PAGE>

         Section 1606. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Debt Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1601. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

                                  ARTICLE XVII

                                   DEFEASANCE

         Section 1701. Termination of Company's Obligations.

         If this Section 1701 is specified, as contemplated by Section 301, to
be applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt
Securities are denominated and payable in Dollars only, Eligible Instruments the
payments of principal and interest on which when due (and without reinvestment
and providing no tax liability will be imposed upon the Trustee or the Holders
of such Debt Securities) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest (including any
Additional Interest) when due on the Debt Securities of such series and any
coupons appertaining thereto and any mandatory sinking fund, repayment or
analogous payments thereon on the scheduled due dates therefor at the Stated
Maturity thereof, the Company's obligations under any covenant determined
pursuant to Section 301 to be subject to this Section shall terminate with
respect to the Debt Securities of the series for which such deposit was made;
provided, however, that (i) no Event of Default with respect to the Debt
Securities of such series under Section 501(6) or Section 501(7) or event that
with notice or lapse of time or both would constitute such an Event of Default
shall have occurred and be continuing on such date, (ii) such deposit will not
result in a breach of, or constitute a default under, this Indenture or any
other agreement or instrument to which the Company is a party or by which it is
bound,

                                       100

<PAGE>

and (iii) such termination shall not relieve the Company of its obligations
under the Debt Securities of such series and this Indenture to pay when due the
principal of (and premium, if any) and interest (including any Additional
Interest) and additional amounts on such Debt Securities and any coupons
appertaining thereto if such Debt Securities or coupons are not paid (or payment
is not provided for) when due from the money and Eligible Instruments (and the
proceeds thereof) so deposited.

         It shall be a condition to the deposit of cash and/or Eligible
Instruments and the termination of the Company's obligations pursuant to the
provisions of this Section with respect to the Debt Securities of any series
under any covenant determined pursuant to Section 301 to be subject to this
Section that the Company deliver to the Trustee (i) an Opinion of Counsel to the
effect that: (a) Holders of Debt Securities of such series and any coupons
appertaining thereto will not recognize income, gain or loss for Federal income
tax purposes as a result of such deposit and termination and (b) such Holders
(and future Holders) will be subject to tax in the same amount, manner and
timing as if such deposit and termination had not occurred, (ii) an Officers'
Certificate to the effect that under the laws in effect on the date such money
and/or Eligible Instruments are deposited with the Trustee, the amount thereof
will be sufficient, after payment of all Federal, state and local taxes in
respect thereof payable by the Trustee, to pay principal (and premium, if any)
and interest (including any Additional Interest) when due on the Debt Securities
of such series and any coupons appertaining thereto; and (iii) an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated in this
Section have been complied with.

         It shall be an additional condition to the deposit of cash and/or
Eligible Instruments and the termination of the Company's obligations pursuant
to the provisions of this Section under any covenant determined pursuant to
Section 301 to be subject to this Section, with respect to the Debt Securities
of any series then listed on the New York Stock Exchange, that the Company
deliver an Opinion of Counsel that the Debt Securities of such series will not
be delisted from the New York Stock Exchange as a result of such deposit and
termination.

         After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations
pursuant to the provisions of this Section with respect to the Debt Securities
of such series under any covenant determined pursuant to Section 301 to be
subject to this Section.

         Section 1702. Repayment to Company.

         The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or Eligible Instruments not required for the payment
of the principal of (and premium, if any) and interest (including any Additional
Interest) on the Debt Securities of any series and any related coupons for which
money or Eligible Instruments have been deposited pursuant to Section 1701 held
by them at any time.

         The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money held by them for the payment of principal (and
premium,

                                       101

<PAGE>

if any) and interest (including any Additional Interest) that remains unclaimed
for two years after the Maturity of the Debt Securities for which a deposit has
been made pursuant to Section 1701. After such payment to the Company, the
Holders of the Debt Securities of such series and any related coupons shall
thereafter, as unsecured general creditors, look only to the Company for the
payment thereof.

         Section 1703. Indemnity for Eligible Instruments.

         The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the deposited Eligible
Instruments or the principal or interest received on such Eligible Instruments.

                                  ARTICLE XVIII

                        SUBORDINATION OF DEBT SECURITIES

         Section 1801. Debt Securities Subordinate to Senior Debt.

         The Company covenants and agrees that anything in this Indenture or the
Debt Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Debt Securities of each series and any coupons appurtenant
thereto is subordinate and junior in right of payment to all Senior Debt to the
extent provided herein and shall be pari passu with all Trust Related
Securities, and each Holder of Debt Securities of each series and coupons
appurtenant thereto, by such Holder's acceptance thereof, likewise covenants and
agrees to the subordination herein provided and shall be bound by the provisions
hereof. Senior Debt shall continue to be Senior Debt and entitled to the
benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Debt or extension or renewal of
the Senior Debt.

         In the event of

                  (a)      any insolvency, bankruptcy, receivership,
         liquidation, reorganization, readjustment, composition or other similar
         proceeding relating to the Company, its creditors or its property,

                  (b)      any proceeding for the liquidation, dissolution or
         other winding up of the Company, voluntary or involuntary, whether or
         not involving insolvency or bankruptcy proceedings,

                  (c)      any assignment by the Company for the benefit of
         creditors, or

                  (d)      any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Debt Securities or coupons appurtenant thereto on
account thereof. Any payment or distribution, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided

                                       102

<PAGE>

for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Debt Securities of any series or coupons
appurtenant thereto shall be paid or delivered directly to the holders of Senior
Debt in accordance with the priorities then existing among such holders until
all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior Debt,
the Holders of the Debt Securities and coupons appurtenant thereto, together
with the holders of any obligations of the Company ranking on a parity with the
Debt Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Debt Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Debt Securities and such other obligations.

         In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan or reorganization or readjustment), shall
be received by the Trustee or any Holder in contravention of any of the terms
hereof such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior
Debt in full. In the event of the failure of the Trustee or any Holder to
endorse or assign any such payment, distribution or security, each holder of
Senior Debt is hereby irrevocably authorized to endorse or assign the same.

         No present or future holder of any Senior Debt shall be prejudiced in
the right to enforce subordination of the indebtedness evidenced by the Debt
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of Debt
Securities of each series, the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest (including any Additional
Interest) on such Debt Securities and coupons appurtenant thereto or prevent the
Trustee or the Holder (or to the extent expressly provided herein, the holder of
any Capital Trust Securities) from exercising all rights, powers and remedies
otherwise permitted by applicable law or hereunder upon a default or Event of
Default hereunder, all subject to the rights of the holders of the Senior Debt
to receive cash, securities or other property otherwise payable or deliverable
to the Holders.

                                       103

<PAGE>

         Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding. Upon the payment in full of all
Senior Debt, the Holders of Debt Securities of each series and coupons
appurtenant thereto, if any, shall be subrogated to all rights of any holders of
Senior Debt to receive any further payments or distributions applicable to the
Senior Debt until the indebtedness evidenced by the Debt Securities of such
series and coupons appertaining thereto, if any, shall have been paid in full,
and such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be paid
or distributed to the holders of Senior Debt shall, as between the Company and
its creditors other than the holders of Senior Debt, on the one hand, and such
Holders, on the other hand, be deemed to be a payment by the Company on account
of Senior Debt, and not on account of the Debt Securities of such series.

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

         The provisions of this Section 1801 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

         Section 1802. Trustee and Holders of Debt Securities May Rely on
Certificate of Liquidating Agent; Trustee May Require Further Evidence as to
Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt.

         Upon any payment or distribution of assets of the Company referred to
in this Article XVIII, the Trustee and the Holders shall be entitled to rely
upon an order or decree made by any court of competent jurisdiction in which
such dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
XVIII. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself or herself to be a holder of Senior Debt (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Debt (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payments or distributions pursuant to this Article XVIII, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior

                                       104

<PAGE>

Debt 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 Article XVIII, and if such evidence is not
furnished, the Trustee may offer any payment to such Person pending judicial
determination as to the right of such Person to receive payment. The Trustee,
however, shall not be deemed to owe any fiduciary duty to the holders of Senior
Debt.

         Section 1803. Payment Permitted If No Default.

         Nothing contained in this Article XVIII or elsewhere in this Indenture,
or in any of the Debt Securities, shall prevent (a) the Company at any time,
except during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings referred to in Section 1801, from making payments of
the principal of (or premium, if any) or interest (including any Additional
Interest) on the Debt Securities or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest (including any Additional Interest) on the Debt
Securities, if, at the time of such deposit, the Trustee or such Paying Agent,
as the case may be, did not have the written notice provided for in Section 1804
of any event prohibiting the making of such deposit, or if, at the time of such
deposit (whether or not in trust) by the Company with the Trustee or any Paying
Agent (other than the Company) such payment would not have been prohibited by
the provisions of this Article, and the Trustee or any Paying Agent shall not be
affected by any notice to the contrary received by it on or after such date.

         Section 1804. Trustee Not Charged with Knowledge of Prohibition.

         Anything in this Article XVIII or elsewhere in this Indenture contained
to the contrary notwithstanding, the Trustee shall not at any time be charged
with knowledge of the existence of any facts which would prohibit the making of
any payment of money to or by the Trustee and shall be entitled conclusively to
assume that no such facts exist and that no event specified in Section 1801 has
happened, until the Trustee shall have received an Officers' Certificate to that
effect or notice in writing to that effect signed by or on behalf of the holder
or holders, or their representatives, of Senior Debt who shall have been
certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or holders or representatives or from any
trustee under any indenture pursuant to which such Senior Debt shall be
outstanding. The Company shall give prompt written notice to the Trustee and to
the Paying Agent of any facts which would prohibit the payment of money to or by
the Trustee or any Paying Agent.

         Section 1805. Trustee to Effectuate Subordination.

         Each Holder of Debt Securities or coupons by such Holder's acceptance
thereof authorizes and directs the Trustee in such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
between such Holder and holders of Senior Debt as provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

                                       105

<PAGE>

         Section 1806. Rights of Trustee as Holder of Senior Debt.

         The Trustee shall be entitled to all the rights set forth in this
Article with respect to any Senior Debt which may at the time be held by it, to
the same extent as any other holder of Senior Debt; provided that nothing in
this Article shall deprive the Trustee of any rights as such holder and provided
further that nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 607.

         Section 1807. Article Applicable to Paying Agents.

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then 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 the Paying Agent were named
in this Article in addition to or in place of the Trustee, provided, however,
that Sections 1804 and 1806 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

         Section 1808. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Debt.

         No right of any present or future holders of any Senior Debt to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or be
otherwise charged with. The holders of Senior Debt may, at any time or from time
to time and in their absolute discretion, change the manner, place or terms of
payment, change or extend the time of payment of, or renew or alter, any such
Senior Debt, or amend or supplement any instrument pursuant to which any such
Senior Debt is issued or by which it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
the Senior Debt including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Debt Securities or the
Trustee and without affecting the obligations of the Company, the Trustee or the
Holders of the Debt Securities under this Article.

                                   ARTICLE XIX

                      CONVERSION OF CONVERTIBLE SECURITIES

         Section 1901. Applicability of Article.

         If an Officers' Certificate or supplemental indenture pursuant to
Section 301 provides that the Debt Securities of a series shall be Convertible
Securities, Debt Securities of such series shall be convertible in accordance
with their terms and (except as otherwise specified in such Officers'
Certificate or supplemental indenture) in accordance with this Article.

                                       106

<PAGE>

         Section 1902. Right to Convert.

         Subject to and upon compliance with the provisions of this Article, the
Holder of any Convertible Security shall have the right, at such Holder's
option, at any time prior to the close of business on the date set forth in the
Officers' Certificate delivered pursuant to Section 301 hereof (or if such
Convertible Security is called for redemption or submitted for repayment, then
in respect of such Convertible Security to and including but not after the close
of business on the Redemption or Repayment Date, as the case may be, unless the
Company shall default in the payment due) to convert the principal amount of any
such Convertible Security, or, in the case of any Convertible Security of a
denomination greater than $1,000, any portion of such principal which is $1,000
or an integral multiple thereof, into that number of fully paid and
nonassessable shares of Common Stock (as such shares shall then be constituted)
obtained by dividing the principal amount of the Convertible Security or portion
thereof surrendered for conversion by the Conversion Price, by surrender of the
Convertible Security so to be converted in whole or in part in the manner
provided in Section 1903. Such conversion shall be effected by the Company.

         Section 1903. Exercise of Conversion Privilege; Delivery of Common
Stock on Conversion; No Adjustment for Interest or Dividends.

         In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted in whole or in part shall surrender such
Convertible Security at an office or agency maintained by the Company pursuant
to Section 1002, accompanied by the funds, if any, required by the last
paragraph of this Section, together with written notice of conversion, in the
form provided on the Convertible Securities, that the Holder elects to convert
such Convertible Security or the portion thereof specified in said notice. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Common Stock which shall be
deliverable on such conversion shall be registered, and shall be accompanied by
transfer taxes, if required pursuant to Section 1908. Each Convertible Security
surrendered for conversion shall, unless the shares deliverable on conversion
are to be registered in the same name as the registration of such Convertible
Security, be duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or such Holder's duly
authorized attorney.

         As promptly as practicable after the surrender of such Convertible
Security and the receipt of such notice and funds, if any, as aforesaid, the
Company shall deliver at such office or agency to such Holder, or on such
Holder's written order, a certificate or certificates for the number of full
shares deliverable upon the conversion of such Convertible Security or portion
thereof in accordance with the provisions of this Article and a check or cash in
respect of any fractional interest in respect of a share of Common Stock arising
upon such conversion as provided in Section 1904. In case any Convertible
Security of a denomination greater than $1,000 shall be surrendered for partial
conversion and subject to Section 302, the Company shall execute and the Trustee
shall authenticate and deliver to or upon the written order of the Holder of the
Convertible Security so surrendered, without charge to such Holder, a new
Convertible Security or Convertible Securities in authorized denominations in an

                                       107

<PAGE>

aggregate principal amount equal to the unconverted portion of the surrendered
Convertible Security.

         Each conversion shall be deemed to have been effected on the date on
which such Convertible Security shall have been surrendered (accompanied by the
funds, if any, required by the last paragraph of this Section) and such notice
shall have been received by the Company, as aforesaid, and the person in whose
name any certificate or certificates for shares of Common Stock shall be
registrable upon such conversion shall be deemed to have become on said date the
holder of record of the shares represented thereby; provided however, that any
such surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the person in whose name the certificates are to be
registered as the record holder thereof for all purposes on the next succeeding
day on which stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Convertible Security
shall have been surrendered.

         Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (unless such Convertible Security or portion thereof being converted shall
have been called for redemption or submitted for repayment on a date in such
period) be accompanied by payment, in legal tender or other funds acceptable to
the Company, of an amount equal to the interest otherwise payable on such
Interest Payment Date on the principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Convertible Securities.
An amount equal to such payment shall be paid by the Company on such Interest
Payment Date to the Holder of such Convertible Security on such Regular Record
Date, provided, however, that if the Company shall default in the payment of
interest on such Interest Payment Date, such amount shall be paid to the person
who made such required payment. Except as provided above in this Section, no
adjustment shall be made for interest accrued on any Convertible Security
converted or for dividends on any shares issued upon the conversion of such
Convertible Security as provided in this Article.

         Section 1904. Cash Payments in Lieu of Fractional Shares.

         No fractional shares of Common Stock or scrip representing fractional
shares shall be delivered upon conversion of Convertible Securities. If more
than one Convertible Security shall be surrendered for conversion at one time by
the same Holder, the number of full shares which shall be deliverable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Convertible Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
deliverable upon the conversion of any Convertible Security or Convertible
Securities, the Company shall make an adjustment therefor in cash at the current
market value of such fractional share of stock. The market value of a share of
Common Stock shall be the Closing Price on the Business Day immediately
preceding the day on which the Convertible Securities (or specified portions
thereof) are deemed to have been converted.

                                       108

<PAGE>

         Section 1905. Conversion Price.

         The Conversion Price shall be as specified in the form of Convertible
Security hereinabove set forth, subject to adjustment as provided in this
Article.

         Section 1906. Adjustment to Conversion Price.

         The Conversion Price shall be adjusted from time to time as follows:

                       (a)      In case the Company shall (i) pay a dividend or
         make a distribution on the Common Stock in shares of its capital stock
         (whether shares of Common Stock or of capital stock of any other
         class), (ii) subdivide or reclassify its outstanding Common Stock into
         a greater number of securities (including Common Stock), or (iii)
         combine or reclassify its outstanding Common Stock into a smaller
         number of securities (including Common Stock), the Conversion Price in
         effect immediately prior thereto shall be adjusted so that the Holder
         of any Convertible Security thereafter surrendered for conversion shall
         be entitled to receive the number of shares of capital stock of the
         Company which such Holder would have owned or have been entitled to
         receive after the happening of any of the events described above had
         such Convertible Security been converted immediately prior to the
         happening of such event. An adjustment made pursuant to this subsection
         (a) shall become effective immediately after the record date in the
         case of a dividend and shall become effective immediately after the
         effective date in the case of a subdivision or combination. If, as a
         result of an adjustment made pursuant to this subsection (a), the
         Holder of any Convertible Security thereafter surrendered for
         conversion shall become entitled to receive shares of two or more
         classes of capital stock of the Company, the Board of Directors of the
         Company (whose determination shall be conclusive and shall be described
         in a written statement filed with the Trustee and any conversion agent)
         shall determine the allocation of the adjusted Conversion Price between
         or among shares of such classes of capital stock.

                       In the event that at any time, as a result of an
         adjustment made pursuant to this subsection (a) of this Section 1906,
         the Holder of any Convertible Security thereafter converted shall
         become entitled to receive any shares or other securities of the
         Company other than shares of Common Stock, thereafter the number of
         such other shares so received upon conversion of any Convertible
         Security shall be subject to adjustment from time to time in a manner
         and on terms as nearly equivalent as practicable to the provisions with
         respect to the shares of Common Stock contained in this Section 1906,
         and other provisions of this Article XIX with respect to the shares of
         Common Stock shall apply on like terms to any such other shares or
         other securities.

                  (b)      In case the Company shall fix a record date for the
         issuance of rights or warrants to all holders of its Common Stock (or
         securities convertible into Common Stock) entitling them (for a period
         expiring within 45 days after such record date) to subscribe for or
         purchase Common Stock at a price per share (or a conversion price per
         share) less than the

                                      109

<PAGE>

         current market price per share of Common Stock (as defined in
         subsection (d) below) at such record date, the Conversion Price in
         effect immediately prior thereto shall be adjusted so that the same
         shall equal the price determined by multiplying the Conversion Price in
         effect immediately prior to such record date by a fraction of which the
         numerator shall be the number of shares of Common Stock outstanding on
         such record date plus the number of shares which the aggregate offering
         price of the total number of shares so offered (or the aggregate
         initial conversion price of the convertible securities so offered)
         would purchase at such current market price, and of which the
         denominator shall be the number of shares of Common Stock outstanding
         on such record date plus the number of additional shares of Common
         Stock offered for subscription or purchase (or into which the
         convertible securities so offered are initially convertible). Such
         adjustment shall be made successively whenever such a record date is
         fixed, and shall become effective immediately after such record date.
         In determining whether any rights or warrants entitle the holders to
         subscribe for or purchase shares of Common Stock at less than such
         current market price, and in determining the aggregate offering price
         of such shares, there shall be taken into account any consideration
         received by the Company for such rights or warrants, the value of such
         consideration, if other than cash, to be determined by the Board of
         Directors of the Company. Common Stock owned by or held for the account
         of the Company or any majority owned subsidiary shall not be deemed
         outstanding for the purpose of any adjustment required under this
         subsection (b).

                  (c)      In case the Company shall fix a record date for
         making a distribution to all holders of its Common Stock evidences of
         its indebtedness or assets (excluding regular quarterly or other
         periodic or recurring cash dividends or distributions and cash
         dividends or distributions paid from retained earnings of the Company
         or dividends or distributions referred to in subsection (a) above) or
         rights or warrants to subscribe or purchase (excluding those referred
         to in subsection (b) above), then in each such case the Conversion
         Price shall be adjusted so that the same shall equal the price
         determined by multiplying the Conversion Price in effect immediately
         prior to such record date by a fraction of which the numerator shall be
         the current market price per share (as defined in subsection (d) below)
         of the Common Stock on such record date less the then fair market value
         (as determined by the Board of Directors of the Company whose
         determination shall be conclusive, and described in a certificate filed
         with the Trustee) of the portion of the assets or evidences of
         indebtedness so distributed or of such rights or warrants applicable to
         one share of Common Stock, and the denominator shall be the current
         market price per share (as defined in subsection (d) below) of the
         Common Stock. Such adjustment shall be made successively whenever such
         a record date is fixed and shall become effective immediately after
         such record date. Notwithstanding the foregoing, in the event that the
         Company shall distribute any rights or warrants to acquire capital
         stock ("Rights") pursuant to this subsection (c), the distribution of
         separate certificates representing such Rights subsequent to their
         initial distribution (whether or not such distribution shall have
         occurred prior to the date of the issuance of such Convertible
         Securities) shall be

                                       110

<PAGE>

         deemed to be the distribution of such Rights for purposes of this
         subsection (c); provided that the Company may, in lieu of making any
         adjustment pursuant to this subsection (c) upon a distribution of
         separate certificates representing such Rights, make proper provision
         so that each Holder of such Convertible Security who converts such
         Convertible Security (or any portion thereof) (i) before the record
         date for such distribution of separate certificates shall be entitled
         to receive upon such conversion shares of Common Stock issued with
         Rights and (ii) after such record date and prior to the expiration,
         redemption or termination of such Rights shall be entitled to receive
         upon such conversion, in addition to the shares of Common Stock
         issuable upon such conversion, the same number of such Rights as would
         a holder of the number of shares of Common Stock that such Convertible
         Security so converted would have entitled the holder thereof to
         purchase in accordance with the terms and provisions of and applicable
         to the Rights if such Convertible Security were converted immediately
         prior to the record date for such distribution. Common Stock owned by
         or held for the account of the Company or any majority owned subsidiary
         shall not be deemed outstanding for the purpose of any adjustment
         required under this subsection (c).

                  (d)      For the purpose of any computation under subsection
         (b) and (c) above, the current market price per share of Common Stock
         at any date shall be deemed to be the average of the daily Closing
         Prices for the thirty consecutive days (which are not legal holidays as
         defined in Section 113) commencing forty-five days (which are not legal
         holidays as defined in Section 113) before the day in question. The
         Closing Price for any day shall be (i) if the Common Stock is listed or
         admitted for trading on any national securities exchange, the last sale
         price (regular way), or the average of the closing bid and ask prices
         if no sale occurred, of Common Stock on the principal securities
         exchange on which the Common Stock is listed, or, if not listed or
         admitted to trading on any national securities exchange, on the
         National Market System of the National Association of Securities
         Dealers, Inc. Automated Quotations System ("NASDAQ"), (ii) if not
         listed or quoted as described in (i), the mean between the closing high
         bid and low asked quotations of Common Stock reported by NASDAQ, or any
         similar system or automated dissemination of quotations of securities
         prices then in common use, if so quoted, or (iii) if not quoted as
         described in clause (ii), the mean between the high bid and low asked
         quotations for Common Stock as reported by the National Quotation
         Bureau Incorporated if at least two securities dealers have inserted
         both bid and asked quotations for Common Stock on at least 5 of the 10
         preceding days. If none of the conditions set forth above is met, the
         Closing Price of Common Stock on any day or the average of such Closing
         Prices for any period shall be the fair market value of Common Stock as
         determined by a member firm of the New York Stock Exchange, Inc.
         selected by the Company.

                  (e)      (i) Nothing contained herein shall be construed to
         require an adjustment in the Conversion Price as a result of the
         issuance of Common Stock pursuant to, or the granting or exercise of
         any rights under, the Popular, Inc. Dividend Reinvestment Plan.

                                       111

<PAGE>

                       (ii) In addition, no adjustment in the Conversion Price
         shall be required unless such adjustment would require an increase or
         decrease of at least 1% in such price; provided, however, that any
         adjustments which by reason of this subsection (e)(ii) are not required
         to be made shall be carried forward and taken into account in any
         subsequent adjustment, further provided, however, that any adjustments
         which by reason of this subsection (e)(ii) are not otherwise required
         to be made shall be made no later than 3 years after the date on which
         occurs an event that requires an adjustment to be made or carried
         forward.

                       (iii) All calculations under this Article XIX shall be
         made to the nearest cent or to the nearest one-hundredth of a share, as
         the case may be. Anything in this Section 1906 to the contrary
         notwithstanding, the Company shall be entitled to make such reductions
         in the Conversion Price, in addition to those required by this Section
         1906, as it in its discretion shall determine to be advisable in order
         that any stock dividends, subdivision of shares, distribution of rights
         to purchase stock or securities, or distribution of securities
         convertible into or exchangeable for stock hereafter made by the
         Company to its shareholders shall not be taxable.

                  (f)      Whenever the Conversion Price is adjusted, as herein
         provided, the Company shall promptly file with the Trustee and any
         conversion agent other than the Trustee an Officers' Certificate
         setting forth the Conversion Price after such adjustment and setting
         forth a brief statement of the facts requiring such adjustment.
         Promptly after delivery of such certificate, the Company shall prepare
         a notice of such adjustment of the Conversion Price setting forth the
         adjusted Conversion Price and the date on which such adjustment becomes
         effective and shall mail such notice of such adjustment of the
         Conversion Price to the Holder of each Convertible Security at such
         Holder's last address appearing on the Security Register provided for
         in Section 305 of this Indenture.

                  (g)      In any case in which this Section 1906 provides that
         an adjustment shall become effective immediately after a record date
         for an event, the Company may defer until the occurrence of such event
         (i) delivering to the Holder of any Convertible Security converted
         after such record date and before the occurrence of such event the
         additional shares of Common Stock deliverable upon such conversion by
         reason of the adjustment required by such event over and above the
         Common Stock deliverable upon such conversion before giving effect to
         such adjustment and (ii) paying to such Holder any amount in cash in
         lieu of any fraction pursuant to Section 1904, provided, however, that
         the Company shall deliver to such Holder a due bill or other
         appropriate instrument evidencing such Holder's rights to receive such
         additional shares, and such cash, upon the occurrence of the event
         requiring such adjustment. If such event does not occur, no adjustments
         shall be made pursuant to this Section 1906.

                                       112

<PAGE>

         Section 1907. Effect of Reclassification, Consolidation, Merger or
Sale.

         If any of the following events occur, namely (i) any reclassification
or change of outstanding shares of Common Stock deliverable upon conversion of
the Convertible Securities (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination, but including any change in the shares of Common
Stock into two or more classes or series of securities), (ii) any consolidation
or merger to which the Company is a party (other than a consolidation or merger
in which the Company is the continuing corporation and which does not result in
any reclassification of, or change (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination) in, outstanding shares of its Common Stock) or
(iii) any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation; then the Company, or
such successor or purchasing corporation, as the case may be, shall execute with
the Trustee a supplemental indenture (which shall conform to the Trust Indenture
Act as in force at the date of execution of such supplemental indenture and
comply with the provisions of Article IX) providing that each Convertible
Security shall be convertible into the kind and amount of shares of stock and
other securities or property, including cash, receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of a number of shares of Common Stock deliverable upon conversion of such
Convertible Securities immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance. Such supplemental indenture shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article. The Company shall
cause notice of the execution of such supplemental indenture to be mailed to
each holder of Convertible Securities, at his address appearing on the Security
Register provided for in Section 305 of this Indenture.

         The above provisions of this Section shall similarly apply to
successive reclassifications, consolidations, mergers and sales.

         Section 1908. Taxes on Shares Issued.

         The delivery of stock certificates on conversions of Convertible
Securities shall be made without charge to the Holder converting a Convertible
Security for any tax in respect of the issue thereof. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the delivery of stock registered in any name other than of
the Holder of any Convertible Security converted, and the Company shall not be
required to deliver any such stock certificate unless and until the person or
persons requesting the delivery thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

         Section 1909. Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock.

         The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Convertible Securities will upon delivery be fully

                                       113

<PAGE>

paid and nonassessable by the Company and free from all taxes, liens and charges
with respect to the issue thereof.

         The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of Convertible Securities hereunder require
registration with or approval of any governmental authority under any Federal or
state law before such shares may be validly delivered upon conversion, the
Company will in good faith and as expeditiously as possible endeavor to secure
such registration or approval, as the case may be.

         The Company further covenants that it will, if permitted by the rules
of the New York Stock Exchange, list and keep listed for so long as the Common
Stock shall be so listed on such exchange, upon official notice of issuance, all
Common Stock deliverable upon conversion of the Convertible Securities.

         Section 1910. Trustee Not Responsible.

         Neither the Trustee nor any authenticating agent nor any conversion
agent shall at any time be under any duty or responsibility to any Holder of
Convertible Securities to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee nor any authenticating agent nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at any time be delivered upon the conversion of any Convertible Security,
and neither the Trustee nor any authenticating agent nor any conversion agent
makes any representation with respect thereto. Subject to the provisions of
Section 601, neither the Trustee nor any authenticating agent nor any conversion
agent shall be responsible for any failure of the Company to deliver any shares
of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Convertible Security for the purpose of conversion or
for any failure of the Company to comply with any of the covenants of the
Company contained in this Article.

         Section 1911. Notice to Holders Prior to Certain Actions.

         In case:

                  (a)      the Company shall declare a dividend (or any other
         distribution) on the Common Stock (other than in cash out of its
         current or retained earnings); or

                  (b)      the Company shall authorize the granting to the
         holders of the Common Stock of rights or warrants to subscribe for or
         purchase any share of any class or any other rights or warrants; or

                  (c)      of any reclassification or change of the Common Stock
         (other than a subdivision or combination of its outstanding Common
         Stock, or a change in par value, or from par value to no par value, or
         from no par value to par value) or of any consolidation or merger to
         which the Company

                                       114

<PAGE>

         is a party and for which approval of any stockholders of the Company is
         required or of the sale or transfer of all or substantially all of the
         assets of the Company; or

                  (d)      of the voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and the Company shall cause
to be mailed to each holder of Convertible Securities at his address appearing
on the Security Register, provided for in Section 305 of this Indenture, as
promptly as possible but in any event no less than fifteen days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights
or warrants are to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up or any adjustment in the Conversion Price required by
this Article XIX.

         Section 1912. Covenant to Reserve Shares.

         The Company covenants that it will at all times reserve and keep
available, free from pre-emptive rights, out of its authorized but unissued
Common Stock, such number of shares of Common Stock as shall then be deliverable
upon the conversion of all outstanding Convertible Securities.

                                       115

<PAGE>

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

                                          POPULAR, INC.

                                          By __________________________________

[CORPORATE SEAL]

Attest:

________________________________
Secretary

                                          _____________________________________,
                                          not in its individual capacity but
                                          solely as Trustee

                                          By ___________________________________
                                             Its _______________________________

[CORPORATE SEAL]

Attest:

________________________________

Affidavit No.: ______

         Sworn and subscribed to before me by ______________, of legal age,
married, executive, and a resident of __________, Puerto Rico, in his capacity
as ___________________________, personally known to me, in San Juan, Puerto
Rico, this ____ day of ___________, 2003.

                                          ______________________________________
                                                       Notary Public

                                       116

<PAGE>

STATE OF __________________   )
                          )SS.
COUNTY OF _________________   )

         On the _____ day of _____________, 2003, before me personally came
_____________________________, to me known, who, being duly sworn, did depose
_____________________________ and say that he resides at ________________
___________________; that he is __________________ of _________________________,
a national banking association described in and which executed the above
instrument; that he knows the seal of said corporation; that it was so affixed
pursuant to the authority of the Board of Directors of said corporation; and
that he signed his name thereto pursuant to like authority.

                                          ______________________________________
                                                       Notary Public

                                       117

<PAGE>

                                                                     EXHIBIT A-1

                [FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP BY A
              NON-UNITED STATES PERSON OR BY CERTAIN OTHER PERSONS]

                                   CERTIFICATE

                                  POPULAR, INC.

                     [INSERT TITLE OR SUFFICIENT DESCRIPTION
                       OF DEBT SECURITIES TO BE DELIVERED]


         Reference is hereby made to the Indenture dated as of _______________,
2003 (the "Indenture") between Popular, Inc. and Bank One Trust Company, N.A.,
as trustee (the "Trustee"), covering the above-captioned Debt Securities. This
is to certify that as of the date hereof, __________ principal amount of Debt
Securities credited to you for our account (i) is owned by persons that are not
United States Persons, as defined below; (ii) is owned by United States Persons
that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States Persons who acquired the Debt Securities through foreign branches of
United States financial institutions and who hold the Debt Securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution encloses herewith a
certificate in the form of Exhibit A-2 to the Indenture); or (iii) is owned by
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), which United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i) or
(ii)) certify that they have not acquired the Debt Securities for purposes of
resale directly or indirectly to a United States Person or to a person within
the United States or its possessions.

         [Insert if certificate does not relate to an interest payment--We
undertake to advise you by tested telex followed by written confirmation if the
above statement as to beneficial ownership is not correct on the date of
delivery of the above-captioned Debt Securities in bearer form as to all of such
Debt Securities with respect to such of said Debt Securities as then appear in
your books as being held for our account.] We understand that this certificate
is required in connection with United States tax laws. We irrevocably authorize
you to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. "United States Person" shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate or trust that is
subject to United States Federal income taxation regardless of the source of its
income.

<PAGE>

         [This certificate excepts and does not relate to principal amount of
Debt Securities credited to you for our account and to which we are not now able
to make the certification set forth above. We understand that definitive Debt
Securities cannot be delivered and interest cannot be paid until we are able to
so certify with respect to such principal amount of Debt Securities.]*

Dated:___________________________

[To be dated on or after
_____________________________
(the date determined as
provided in the Indenture)]

                                          [Name of Person Entitled to Receive
                                          Bearer Security]

                                          ______________________________________
                                                  (Authorized Signatory)

                                          Name: ________________________________
                                          Title: _______________________________

______________________________

*  Delete if inappropriate.

                                      A-1-2

<PAGE>

                                                                     EXHIBIT A-2

                       [FORM OF CERTIFICATE OF STATUS AS A
            FOREIGN BRANCH OF A UNITED STATES FINANCIAL INSTITUTION]

                                   CERTIFICATE

                                  POPULAR, INC.

                     [INSERT TITLE OR SUFFICIENT DESCRIPTION
                       OF DEBT SECURITIES TO BE DELIVERED]

         Reference is hereby made to the Indenture dated as of _______________,
2003 (the "Indenture"), between Popular, Inc. and Bank One Trust Company, N.A.,
as trustee, relating to the offering of the above-captioned Debt Securities (the
"Debt Securities"). Unless herein defined, terms used herein have the same
meaning as given to them in the Indenture.

         The undersigned represents that it is a branch located outside the
United States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury Regulation Section
1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of
its trade or business and agrees, and authorizes you to advise the issuer or the
issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
possessions. We undertake to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Debt Securities in bearer
form.

         We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate.

Dated:___________________________

[To be dated on or after
_____________________________
(the date determined as
provided in the Indenture)]

                                          [Name of Person Entitled to Receive
                                          Security]

                                          ______________________________________
                                                  (Authorized Signatory)


                                          Name: ________________________________
                                          Title: _______________________________

                                      A-2-2

<PAGE>

                                                                       EXHIBIT B

          [FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND CEDEL S.A.
            IN CONNECTION WITH THE EXCHANGE OF ALL OR A PORTION OF A
                         TEMPORARY GLOBAL SECURITY OR TO
                       OBTAIN INTEREST PRIOR TO EXCHANGE]

                                   CERTIFICATE

                                  POPULAR, INC.

                     [INSERT TITLE OR SUFFICIENT DESCRIPTION
                       OF DEBT SECURITIES TO BE DELIVERED]

         We refer to that portion, _______________________________, of the
Global Security representing the above-captioned issue [which is herewith
submitted to be exchanged for definitive Debt Securities]* [for which we are
seeking to obtain payment of interest]* (the "Submitted Portion"). This is to
certify, pursuant to the Indenture dated as of ______________, 2003 (the
"Indenture") between Popular, Inc. and Bank One Trust Company, N.A., as trustee
(the "Trustee"), that we have received in writing, by tested telex or by
electronic transmission from member organizations with respect to each of the
persons appearing in our records as being entitled to a beneficial interest in
the Submitted Portion a Certificate of Beneficial Ownership by a Non-United
States Person or by Certain Other Persons [and, in some cases, a Certificate of
Status as a Foreign Branch of a United States Financial Institution, authorizing
us to inform the issuer or the issuer's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986 and the regulations thereunder]* substantially in the form of Exhibit A-1
[and A-2]* to the Indenture.

         We hereby request that you deliver to the office of ___________________
__________________ in _________________ definitive Bearer Securities in the
denominations on the attached Schedule A.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date hereof.

Dated:___________________________

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

*  Delete if inappropriate.

                                          By ___________________________________

                                       B-2