<PAGE>   1

                                                                    EXHIBIT 4(o)

                       SALOMON SMITH BARNEY HOLDINGS INC.


                                       to


                            THE CHASE MANHATTAN BANK,
                                     Trustee

                                   ----------

                     FORM OF FORWARD CONTRACT AND INDENTURE

                                   ----------


                           Dated as of     , 2000




<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                          PAGE

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
<S>         <C>                                                                          <C>
SECTION 101   Definitions....................................................................1
SECTION 102   Compliance Certificates and Opinions...........................................9
SECTION 103   Form of Documents Delivered to Trustee........................................10
SECTION 104   Acts of Holders...............................................................11
SECTION 105   Notices, Etc., to Trustee and Company.........................................12
SECTION 106   Notice to Holders; Waiver.....................................................12
SECTION 107   Conflict with Trust Indenture Act.............................................13
SECTION 108   Effect of Headings and Table of Contents......................................13
SECTION 109   Successors and Assigns........................................................13
SECTION 110   Separability Clause...........................................................13
SECTION 111   Benefits of Indenture.........................................................13
SECTION 112   Governing Law.................................................................13
SECTION 113   Legal Holidays................................................................13

                                   ARTICLE II
                                 SECURITY FORMS

SECTION 201   Forms Generally...............................................................14
SECTION 202   Definitive Securities.........................................................14
SECTION 203   Form of Trustee's Certificate of Authentication...............................14
SECTION 204   Securities in Global Form.....................................................15

                                   ARTICLE III
                                 THE SECURITIES

SECTION 301   Amount to be Issued...........................................................15
SECTION 302   Execution, Authentication, Delivery and Dating................................17
SECTION 303   Global Securities; Temporary Securities.......................................19
SECTION 304   Registration, Registration of Transfer and Exchange...........................20
SECTION 305   Mutilated, Destroyed, Lost and Stolen Securities..............................21
SECTION 306   Persons Deemed Owners.........................................................22
SECTION 307   Cancellation..................................................................22
SECTION 308   Yield Enhancement Payments....................................................23

                                   ARTICLE IV
                            PAYMENT AT MATURITY, ETC.

SECTION 401   Satisfaction and Discharge of Indenture.......................................25
SECTION 402   Maturity......................................................................25
</TABLE>



                                       ii

<PAGE>   3

<TABLE>
<S>          <C>                                                                           <C>
SECTION 403   Dilution Adjustments..........................................................26
SECTION 404   Adjustment for Consolidation, Merger or Other Reorganization Event............30
SECTION 405   The Company Responsible for Adjustments.......................................31

                                    ARTICLE V
                                    REMEDIES

SECTION 501   Acceleration Events...........................................................31
SECTION 502   Acceleration of Maturity......................................................32
SECTION 503   Taxes.........................................................................33
SECTION 504   Treatment of Forward Contracts................................................33
SECTION 505   Notices.......................................................................34
SECTION 506   Collection of Amounts Owed and Suits for Enforcement by Trustee...............34
SECTION 507   Trustee May Enforce Claims Without Possession of Securities...................35
SECTION 508   Application of Money Collected................................................35
SECTION 509   Limitation on Suits...........................................................35
SECTION 510   Restoration of Rights and Remedies............................................36
SECTION 511   Rights and Remedies Cumulative................................................36
SECTION 512   Delay or Omission Not Waiver..................................................37
SECTION 513   Control by Holders............................................................37
SECTION 514   Waiver of Past Defaults.......................................................37
SECTION 515   Waiver of Stay or Extension Laws..............................................38
SECTION 516   Filing Proofs of Claim........................................................38
SECTION 517   Unconditional Right of Holders to Receive Payments............................39
SECTION 518   Restoration of Rights and Remedies............................................39
SECTION 519   Undertaking for Costs.........................................................39

                                   ARTICLE VI
                                   THE TRUSTEE

SECTION 601   Certain Rights of Trustee.....................................................39
SECTION 602   Certain Duties and Responsibilities of Trustee................................41
SECTION 603   Not Responsible for Recitals or Issuance of Securities........................42
SECTION 604   May Hold Securities...........................................................42
SECTION 605   Money Held in Trust...........................................................42
SECTION 606   Compensation and Reimbursement................................................43
SECTION 607   Corporate Trustee Required; Eligibility.......................................43
SECTION 608   Resignation and Removal; Appointment of Successor.............................43
SECTION 609   Acceptance of Appointment by Successor........................................45
SECTION 610   Merger, Conversion, Consolidation or Succession to Business...................46
SECTION 611   Disclosure of Names and Addresses of Holders..................................46
SECTION 612   Reports by Trustee............................................................47
</TABLE>



                                      iii

<PAGE>   4

<TABLE>
<CAPTION>
                                   ARTICLE VII
                          CONSOLIDATION, MERGER OR SALE
<S>          <C>                                                                          <C>
SECTION 701   Consolidation, Merger or Sale.................................................47
SECTION 702   Successor Corporation Substituted.............................................47

                                  ARTICLE VIII
                             SUPPLEMENTAL INDENTURES

SECTION 801   Supplemental Indentures without Consent of Holders............................48
SECTION 802   Supplemental Indentures with Consent of Holders...............................49
SECTION 803   Execution of Supplemental Indentures..........................................50
SECTION 804   Effect of Supplemental Indentures.............................................50
SECTION 805   Conformity with Trust Indenture Act...........................................50
SECTION 806   Reference in Securities to Supplemental Indentures............................51

                                   ARTICLE IX
                                    COVENANTS

SECTION 901   Payment.......................................................................51
SECTION 902   Maintenance of Office or Agency...............................................51
SECTION 903   Money for Securities Payments to Be Held in Trust.............................52
SECTION 904   Limitation on Liens...........................................................53
SECTION 905   Waiver of Certain Covenants...................................................53
SECTION 906   Officers' Certificate as to Default...........................................53
SECTION 907   Payment of Expenses...........................................................54

EXHIBIT A-1................................................................................A-1
</TABLE>



                                       iv

<PAGE>   5

                       Salomon Smith Barney Holdings Inc.

  Reconciliation and tie between Trust Indenture Act of 1939 and this Indenture

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                   Indenture Section

<S>          <C>                                                              <C>
ss. 310       (a)(1).......................................................                 607
              (a)(2).......................................................                 607
              (a)(3).......................................................      Not Applicable
              (a)(4).......................................................      Not Applicable
              (a)(5).......................................................                 607
              (b)..........................................................                 608
              (c)..........................................................      Not Applicable
ss. 311       (c)..........................................................      Not Applicable
ss. 312       (a)..........................................................                 611
              (b)..........................................................                 611
              (c)..........................................................                 611
ss. 313       (a)..........................................................                 612
              (c)..........................................................                 612
ss. 314       (c)..........................................................                 102
              (d)..........................................................      Not Applicable
              (e)..........................................................                 102
ss. 315       (a)..........................................................         601, 602(a)
              (c)..........................................................              602(b)
              (d)..........................................................         601, 602(c)
              (e)..........................................................                 519
ss. 316       (a)(1)(A)....................................................                 513
              (a)(1)(B)....................................................                 514
              (a)(2).......................................................      Not Applicable
              (b)..........................................................                 517
ss. 317       (a)(1).......................................................                 506
              (a)(2).......................................................                 516
              (b)..........................................................                 903
ss. 318       (a)..........................................................                 107
</TABLE>

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



                                       v

<PAGE>   6

               INDENTURE, dated as of     , 2000, between SALOMON SMITH BARNEY
HOLDINGS INC., a corporation duly organized and existing under the laws of the
State of New York (herein called the "COMPANY") with principal executive offices
at 388 Greenwich Street, New York, New York 10013, and THE CHASE MANHATTAN BANK,
a New York banking corporation (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

               The Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of certain
securities (the "SECURITIES") to be issued in one or more series, as in this
Indenture provided. Each series of Securities shall represent interests in a
Forward Contract relating to the Common Stock of a Designated Issuer (each as
hereinafter defined), shall have the terms set forth in this Indenture for that
series, and shall be purchased by a business trust established in connection
with that series under the laws of the State of Delaware (each, a "TRUST"). This
Indenture is subject to the provisions of the Trust Indenture Act (as
hereinafter defined) that are required to be part of this Indenture and, to the
extent applicable, shall be governed by such provisions.

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

               For and in consideration of the premises and the purchase of
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of the
Securities of any 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) terms defined in this Article have the meanings
        assigned to them in this Article and include the plural as well as the
        singular;

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

                      (3) all accounting terms not otherwise defined herein have
        the meanings assigned to them in accordance with generally accepted
        accounting principles in the United States; and, except as otherwise
        herein or in any indenture supplemental hereto expressly provided, the
        term "GENERALLY ACCEPTED ACCOUNTING PRINCIPLES" with



                                        1

<PAGE>   7

        respect to any computation required or permitted hereunder shall mean
        such accounting principles as are generally accepted at the date of
        such computation; and

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

               "ACCELERATED MATURITY DATE" has the meaning specified in Section
502.

               "ACCELERATED MATURITY PAYMENT" as to Securities of a particular
series, has the meaning specified in Section 502.

               "ACCELERATION EVENT" has the meaning specified in Section 501.

               "ACT," when used with respect to any Holder, has the meaning
specified in Section 103.

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

               "AGENT MEMBER" has the meaning specified in Section 204.

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

               "BOARD OF DIRECTORS" means either the Board of Directors of the
Company, or the Executive Committee or any other duly authorized committee of
that Board.

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

               "BOOK-ENTRY SECURITY", as to Securities of a particular series,
means a security evidencing all or part of the Securities, issued to the
Depositary of Securities in accordance with Section 303, and bearing the legend
prescribed in Section 303.

               "BUSINESS DAY" means any day on which commercial banks are open
for business in New York City and the New York Stock Exchange is not closed;
provided that, when used with respect to any Place of Payment, "BUSINESS DAY"
means each Monday, Tuesday,



                                        2

<PAGE>   8

Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law to close.

               "CALCULATION PERIOD" means any period of Trading Days for which
an average security price must be determined pursuant to the Securities.

               "CLOSING PRICE" of any Common Stock or any Marketable Security on
any date of determination means the daily closing sale price (or, if no closing
sale price is reported, the last reported sale price) of such security as
reported on the New York Stock Exchange ("NYSE") or which is quoted on a
national securities market on such date of determination (or, if such date of
determination is not a Trading Day, the immediately preceding Trading Day) or,
if such security is not traded on NYSE or quoted on a national securities market
on any such date, as reported in the composite transactions for the principal
United States securities exchange on which if such security is so listed, or if
such security is not so listed on a United States national or regional
securities exchange, the last quoted bid price for the Common Stock in the
over-the-counter market as reported by the National Quotation Bureau or similar
organization.

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

               "COMMITTEE CERTIFICATE" means a copy of a resolution of the Notes
Committee of the Board of Directors (or of such other committee of the Board of
Directors as shall be authorized by a Board Resolution to deliver a Committee
Certificate), as certified by one or more members of the Notes Committee to have
been duly adopted by the Notes Committee of the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

               "COMMON STOCK", as to Securities of a particular series, means
the common stock or other securities of the Designated Issuer for that series
that shall be specified pursuant to Section 301.

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

               "COMPANY REQUEST" or "COMPANY ORDER" means a written request or
order signed in the name of the Company by the Chairman of the Board or a
Vice-Chairman, a Vice President, the Chief Financial Officer or the Chief
Accounting Officer and by the Treasurer, the Deputy Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, and delivered to the
Trustee.

               "CORPORATE TRUST OFFICE" means the principal office of the
Trustee in the Borough of Manhattan, The City of New York, at which at any
particular time its corporate trust business shall be administered, which office
at the date of initial execution of this Indenture is



                                        3

<PAGE>   9

450 West 33rd Street - 14th Floor, New York, New York 10001, Attention: Capital
Markets Fiduciary Services.

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

               "DEFAULT RATE", as to Yield Enhancement Payments for any series,
shall have the meaning specified pursuant to Section 301.

               "DEFAULTED YIELD ENHANCEMENT PAYMENTS" has the meaning specified
in Section 308.

               "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, including Book-Entry
Securities, the Person designated as Depositary by the Company 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 Securities of any such series
shall mean the Depositary with respect to the Securities of that series.

               "DESIGNATED ISSUER", as to Securities of a particular series,
means (a) the entity that shall be specified pursuant to Section 301, and (b)
any successor entity to such entity in a merger, consolidation or amalgamation.

               "DESIGNATED ISSUER SUCCESSOR" has the meaning specified in
Section 404.

               "DILUTION ADJUSTMENT" means the fraction or number defined in
Sections 403 (a), (b), (c) or (d).

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

               "EXCESS PURCHASE PAYMENT" has the meaning provided in Section
403(d).

               "ENDING VALUE" has the meaning provided in Section 402.

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

               "FORWARD CONTRACT" means, as to Securities of a particular
series, the Indenture which includes the terms of that particular series of
Securities established as contemplated by Section 301, which shall constitute a
forward contract with respect to the Common Stock of the Designated Issuer of
that series.

               "GLOBAL SECURITY" has the meaning specified in Section 204.

               "HOLDER" means, with respect to a Security, the person in whose
name such Security is registered in the Security Register.



                                        4

<PAGE>   10

               "INDENTURE" means this instrument originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 301; provided, however, that, if at any time more than
one Person is acting as Trustee under this instrument, "Indenture" shall mean,
with respect to any one or more series of Securities for which such Person is
Trustee, this instrument as originally executed or as it may from time to time
be supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities for which such Person is Trustee established as
contemplated by Section 301, exclusive, however, of any provisions or terms
which relate solely to other series of Securities for which such Person is not
Trustee, regardless of when such terms or provisions were adopted, and exclusive
of any provisions or terms adopted by means of one or more indentures
supplemental hereto executed and delivered after such Person had become such
Trustee but to which such Person, as such Trustee, was not a party.

               "INITIAL PRINCIPAL AMOUNT" shall have the meaning specified
pursuant to Section 301.

               "INITIAL RESET DATE" shall have the meaning specified pursuant to
Section 301.

               "MAJORITY" of the Outstanding Securities means, except as
otherwise provided by the Trust Indenture Act, Outstanding Securities
representing an aggregate of more than 50% of all outstanding interests in the
Forward Contract.

               "MARKETABLE SECURITIES" has the meaning specified in Section 404.

               "MATURITY," when used with respect to a Forward Contract, means
the date on which the Maturity Payment or Accelerated Maturity Payment becomes
due and payable as the case may be and as therein or herein provided, whether on
the Maturity Date or an Accelerated Maturity Date.

               "MATURITY DATE", as to Securities of a particular series, shall
have the meaning specified pursuant to Section 301.

               "MATURITY PAYMENT", as to Securities of a particular series, has
the meaning specified in Section 402.

               "NEW YORK BUSINESS DAY" means any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
permitted or required by any applicable law to close.

               "OFFICERS' CERTIFICATE" means a written certificate containing
the information specified in Section 102 signed by the Chairman or a Vice
Chairman of the Board, a Vice President, the Chief Financial Officer or the
Chief Accounting Officer and by the Controller, the Treasurer, the Deputy
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of
the Company, which certificate complies with the applicable requirements of
Section 314(e) of the Trust Indenture Act, and delivered to the Trustee.



                                        5

<PAGE>   11

               "OPINION OF COUNSEL" means a written opinion of counsel, who may
be counsel for the Company, and who shall be reasonably acceptable to the
Trustee.

               "OUTSTANDING," when used with respect to Securities of a
particular series, means, as of the date of determination, all Securities of
that series theretofore authenticated and delivered under this Indenture,
except:

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

                      (ii)  Securities of that series for whose payment money 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 Securities; and

                      (iii) Securities of that series that have been paid
        pursuant to Sections 402 or 502 or in exchange for or in lieu of which
        other Securities have been authenticated and delivered pursuant to this
        Indenture, other than any such Securities in respect of which there
        shall have been presented to the Trustee proof satisfactory to it that
        such Securities are held by a bona fide purchaser in whose hands such
        Securities are valid obligations of the Company;

provided, however, that in determining whether the Holder of the requisite
amount or percentage of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting for quorum purposes, and for the purpose of making the calculations
required by Section 316 of the Trust Indenture Act, any Securities of that
series owned by the Company or any other obligor upon such Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities of that series that the
Trustee knows to be so owned shall be so disregarded. Any Securities of a series
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities of that series or any Affiliate
of the Company or of such other obligor. In determining whether the requisite
percentage of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, such percentage
refers to Outstanding Securities representing an aggregate interest in the
Forward Contract for that series equaling at least such percentage.

               "PAYING AGENT" means any Person authorized by the Company to pay
amounts owed on Securities on behalf of the Company.

               "PAYMENT DATE", unless otherwise specified in a Committee
Certificate or an indenture supplemental hereto, means February 15, May 15,
August 15 and November 15 of



                                        6

<PAGE>   12

each year, or, in the case of Defaulted Yield Enhancement Payments, if any, the
date established for payment pursuant to Section 308.

               "PERIODIC CAPPED RETURN" has the meaning specified in Section
402, and shall not exceed the percentage specified pursuant to Section 301.

               "PERMITTED DIVIDEND" has the meaning specified in Section 403(d).

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

               "PLACE OF PAYMENT", when used with respect to Securities of any
series, means the place or places where any amounts owed in respect of such
Securities are payable.

               "RECORD DATE" means, with respect to any Payment Date, either (i)
the day that is one Business Day prior to such Payment Date so long as the
Securities for the relevant series are in book-entry only form, or (ii) if the
Securities of that series are not in book-entry only form, the day that is 15
days prior to such Payment Date.

               "RESET DATE" has the meaning specified in Section 402.

               "REORGANIZATION EVENT" has the meaning specified in Section 404.

               "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, any
assistant vice president, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, the cashier, any assistant cashier, any senior trust
officer, any trust officer or assistant trust officer, the controller or any
assistant controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and, in any case, that has direct responsibility for the administration of this
Indenture and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

               "RESTRICTED SUBSIDIARY" means Salomon Smith Barney Inc. and any
Subsidiary which owns or may hereafter own, directly or indirectly, any of the
voting stock of, or succeeds to any substantial part of the business now
conducted by, Salomon Smith Barney Inc. For the purposes of this definition and
the definition of "Subsidiary", "voting stock" means stock having voting power
for the election of directors, whether at all times or only for so long as no
senior class of stock has such voting power by reason of any contingency.

               "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture; provided, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Securities" with respect to
the Indenture as to which such Person is Trustee shall have the



                                        7

<PAGE>   13

meaning stated in the first recital of this Indenture and shall more
particularly mean Securities authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to which such Person is not
Trustee.

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

               "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 304.

               "SPECIAL RECORD DATE" means, for the payment of any Defaulted
Yield Enhancement Payments, if any, a date fixed by the Trustee pursuant to
Section 308.

               "STARTING VALUE" has the meaning specified (1) for the Initial
Reset Date, pursuant to Section 301, and (2) for each subsequent Reset Date, in
Section 402.

               "STOCK RETURN" has the meaning specified in Section 402.

               "STOCK RETURN PAYMENT" has the meaning specified in Section 402.

               "SUBSIDIARY" means a corporation, a majority of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

               "TEN DAY CLOSING PRICE" per share of any Common Stock means the
average daily closing sale price or, if no closing sale price is reported, the
last reported closing sale price of such Common Stock as reported on the
exchange specified pursuant to Section 301 for the 10 Trading Days immediately
prior to but not including the date one Business Day before the Maturity Date or
the Accelerated Maturity date, as the case may be. If such Common Stock is not
quoted on such exchange on any such dates, the Ten Day Closing Price shall be
the last reported sale price as reported in the composite transactions for the
principal United States securities exchange on which such Common Stock is
listed. If such Common Stock is not listed on a United States national or
regional securities exchange, the Ten Day Closing Price shall be the last quoted
bid price for such Common Stock in the over-the-counter market as reported by
the National Quotation Bureau or similar organization. Upon the occurrence of
any of the events in Section 403, the Ten Day Closing Price shall be calculated
by substituting the relevant security for such Common Stock.

               "THEN-CURRENT MARKET PRICE" of any Common Stock, for the purpose
of applying any adjustment pursuant to Section 403, means the average Closing
Price per share of the Common Stock for the Calculation Period of 10 Trading
Days immediately prior to the time such adjustment is effected (or, in the case
of an adjustment effected at the opening of business on the Business Day next
following a record date as described in Section 403(e)(i), immediately prior to
the earlier of the time such adjustment is effected and the related ex-date);
provided that if no Closing Price for the Common Stock is determined for one or
more (but not all) of such Trading Days, such Trading Day shall be disregarded
in the calculation of the Then-Current Market Price (but no additional trading
days shall be added to the Calculation Period). The "EX-DATE" with respect to
any dividend, distribution or issuance shall mean the first date on which the



                                        8

<PAGE>   14

shares of Common Stock trade regular way on their principal market without the
right to receive such dividend, distribution or issuance.

               "TRADING DAY" means a day on which the Common Stock (or, in the
case of Section 404, the relevant Marketable Securities) (A) is not suspended
from trading on any national or regional securities exchange, securities market
or association or over-the-counter market at the close of business and (B) has
traded at least once on the national or regional securities exchange, securities
market or association or over-the-counter market that is the primary market for
the trading of such security.

               "TRANSACTION VALUE" has the meaning specified in Section 404.

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

               "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended, as in force at the date as of which this instrument was executed,
except as provided in Section 805.

               "TRUST SECURITIES" has the meaning specified in Section 907.

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

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

               "YIELD ENHANCEMENT PAYMENT", as to Securities of a particular
series, means interest on the amount paid by the Trust to the Company for the
Forward Contract for that series in the form of quarterly cash payments on the
Payment Dates of each year from the date specified pursuant to Section 301 until
and including the Maturity Date or the Accelerated Maturity Date, in the amount
specified pursuant to Section 301.

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, the Company shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of any 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.



                                        9

<PAGE>   15

               Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 907) shall include:

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

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

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

SECTION 103    FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

               Any certificate or opinion delivered by the Company to the
Trustee may evidence a signature by facsimile; provided that the Company shall
deliver to the Trustee such certificate or opinion with an original signature
within a reasonable period of time.



                                       10

<PAGE>   16

                      (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, and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "ACT" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

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

SECTION 104    ACTS OF HOLDERS.

                      (a) The ownership of Securities shall be proved by the
Security Register, and the Depositary, or its nominee, shall be deemed the owner
of the Global Securities, and owners of beneficial interests in a Global
Security shall not be considered the owners of any Securities.

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

                      (c) If the Company shall solicit from the Holders of
Securities of one or more series any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may, at its option, by or
pursuant to a Board Resolution, fix in advance a record date for the
determination of the Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Securities of that series have authorized or agreed or consented to
such request, demand,



                                       11

<PAGE>   17

authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities of that series shall be computed as of such
record date; provided that no such authorization, agreement or consent by the
Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than six months
after the record date.

SECTION 105    NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

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

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

SECTION 106    NOTICE TO HOLDERS; WAIVER.

               Where this Indenture provides for notice to Holders of any event,
such notice to the Holders thereof shall be sufficiently given (unless otherwise
herein expressly provided) if in writing and mailed, by first-class mail,
postage prepaid, to each Holder affected by such event, at the address of such
Holder as it appears in the Security Register, within the time prescribed for
the giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders.

               In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice as
provided above, then such notification as shall be made with the approval of the
Trustee (which shall include, but not be limited to, hand-delivery or overnight
courier) shall constitute a sufficient notification for every purpose hereunder.

               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 or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.



                                       12

<PAGE>   18

SECTION 107    CONFLICT WITH TRUST INDENTURE ACT.

               If any provision hereof limits, qualifies or conflicts with the
Trust Indenture Act, the Trust Indenture Act shall control.

SECTION 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109    SUCCESSORS AND ASSIGNS.

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

SECTION 110    SEPARABILITY CLAUSE.

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

SECTION 111    BENEFITS OF INDENTURE.

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

SECTION 112    GOVERNING LAW.

               This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

SECTION 113    LEGAL HOLIDAYS.

               In any case where any Maturity of any Security of any series or
any Payment Date shall not be a Business Day at any Place of Payment for the
Securities of that series, then (notwithstanding any other provision of this
Indenture or of the Securities) payment at such Maturity or Payment Date need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made at such Maturity or Payment Date, as the case may be, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on such date.



                                       13

<PAGE>   19

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 201    FORMS GENERALLY.

               The Securities of each series shall be in substantially in the
form of Exhibit A hereto with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with the rules of any securities exchange or as may, consistently herewith, be
determined by the officers executing such Securities as evidenced by their
execution of the Securities. If temporary Securities are issued in global form
as permitted by Section 303, the form thereof also shall be established as
provided in the preceding sentence.

SECTION 202    DEFINITIVE SECURITIES.

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

SECTION 203    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

               The Trustee's certificates of authentication shall be in
substantially the form set forth below.

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

                                               THE CHASE MANHATTAN BANK
                                               as Trustee

                                               By:
                                                  ---------------------------
                                                  Authorized Signatory

SECTION 204    SECURITIES IN GLOBAL FORM.

               Except as provided in Section 304 hereof, owners of beneficial
interests in Global Securities shall not be entitled to receive physical
delivery of certificated Securities. If Securities of a series are issuable in
whole or in part in global form, any such Security may provide that it shall
represent the aggregate or specified number of Outstanding Securities of such
series from time to time endorsed thereon and may also provide that the
aggregate number of Outstanding Securities of such series represented thereby
may from time to time be reduced or increased to reflect exchanges. Any
endorsement of a Security in global form to reflect the amount, or any increase
or decrease in the amount or changes in the rights of Holders of Outstanding
Securities


                                       14

<PAGE>   20

represented thereby, shall be made in such manner and by such Person or Persons
as shall be specified therein.

               This Section 204 shall apply only to Securities issued in global
form ("GLOBAL SECURITIES") and deposited with or on behalf of the Depositary.

               The Company shall execute and the Trustee shall, in accordance
with this Section 204, authenticate and deliver initially one or more Global
Securities for each series that (a) shall be registered in the name of the
Depositary for such Global Security or Global Securities of such series or the
nominee of such Depositary for such series and (b) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's written instructions
or held by the Trustee as custodian for such Depositary.

               Members of, or participants in, a Depositary ("AGENT MEMBERS")
shall have no rights under this Indenture with respect to any Global Security
held on their behalf by the Depositary or under the Global Security, and the
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the absolute owner of such Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee, or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of any Security.

                                   ARTICLE III

                                 THE SECURITIES

SECTION 301    AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

               The Securities may be issued in one or more series. There shall
be established in, and, subject to Section 302, set forth in, or determined in
the manner provided in one or more Committee Certificates, or established in one
or more indentures supplemental hereto, prior to the issuance of Securities of
any series, any or all of the following, as applicable (each of which (except
for the matters set forth in clauses (1), (2) and (10) below), if so provided,
may be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):

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

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



                                       15

<PAGE>   21

the series pursuant to Section 303, 304, 305 and 806);

               (3) the Designated Issuer, the Common Stock, the Initial Reset
Date, the Initial Principal Amount, the Starting Value on the Initial Reset
Date, the maximum percentage of the Periodic Capped Return, the exchange upon
which the Common Stock is traded, and such other information as shall be
necessary to determine the Maturity Payment.

               (4) the Maturity Date, or the method by which the Maturity Date
shall be determined;

               (5) the amount of the Yield Enhancement Payments, if any, the
date from which they are paid, the payments for any stub periods, and the
Default Rate;

               (6) the place or places, if any, other than or in addition to the
Borough of Manhattan, The City of New York, where the principal of (and premium,
if any) and interest, if any, on Securities of the series shall be payable,
where any Registered Securities of the series may be surrendered for
registration of transfer, where Securities of the series may be surrendered for
exchange, and, if different than the location specified in Section 106, the
place or places where notices or demands to or upon the Company in respect of
the Securities of the series and this Indenture may be served;

               (7) the periods within which, or the dates on which, the prices
at which, and the terms and conditions upon which Securities of the series may
be redeemed, if any, in whole or in part, at the option of the Company, or
otherwise;

               (8) if other than Dollars, the currency in which Securities of
the series shall be denominated or in which payment of the principal of (and
premium, if any) and interest on Securities of the series may be made and any
other terms concerning such payment;

               (9) if the principal of (and premium, if any) or interest on
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a currency other than that in which the Securities are
denominated or payable without such election, the periods within which and the
terms and conditions upon which such election may be made and the time and the
manner of determining the exchange rate between the currency in which the
Securities are denominated or payable without such election and the currency in
which the Securities are to be paid if such election is made;

               (10) any deletions from, modifications of or additions to the
covenants of the Company with respect to Securities of the series, whether or
not such covenants are consistent with the covenants set forth herein;

               (11) any other terms, conditions, rights and preferences (or
limitations on such rights and preferences) relating to the series (which terms
shall not be inconsistent with the requirements of the Trust Indenture Act or
the provisions of this Indenture).



                                       16

<PAGE>   22

               All Securities of any one series shall be substantially
identical, except as to denomination and except as may otherwise be provided in
or pursuant to such Committee Certificate or in any such indenture supplemental
hereto. Not all Securities of any one series need be issued at the same time,
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

SECTION 302    EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

               The Securities of any series shall be executed on behalf of the
Company by the Chairman or a Vice Chairman of the Board, a Vice President, the
Chief Financial Officer or the Chief Accounting Officer, under its corporate
seal reproduced thereon attested by the signature of its Secretary or one of its
Assistant Secretaries or its Treasurer, the Deputy Treasurer or one of its
Assistant Treasurers. The signature of any of these officers on the Securities
may be manual or facsimile.

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

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities.

               The Trustee shall have the right to decline to authenticate and
deliver such Securities if the Trustee, being advised by counsel, determines
that such action may not lawfully be taken or if the Trustee in good faith by
its board of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or Responsible Officers shall determine that such
action would expose the Trustee to personal liability to existing Holders or
would adversely affect the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

               If all of the Securities of any series are not to be originally
issued at the same time, then the documents required to be delivered pursuant to
this Section 302 must be delivered only once, prior to the authentication and
delivery of the first Security of such series; provided, however, that any
subsequent request by the Company to the Trustee to authenticate Securities of
such series upon original issuance shall constitute a representation and
warranty by the Company that, as of the date of such request, the statements
made in any Opinion of Counsel delivered pursuant to this Section 302 shall be
true and correct as if made on such date.

               If Securities of any series are to be issued in whole or in part
in global form, then the Company shall execute and the Trustee shall, in
accordance with this Section and the Company Order, authenticate and deliver one
or more Securities of such series in global form that (i) shall represent the
number of the Outstanding Securities of such series to be represented by such
Global Securities, (ii) shall be registered, if in registered form, in the name
of the



                                       17

<PAGE>   23

Depositary for such Book-Entry Security or Securities or the nominee of such
Depositary, (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in certificated form, this Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary" or to such other effect as the
Depositary and the Trustee may agree.

               Each Depositary designated for a Book-Entry 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 Exchange Act and
any other applicable statute or regulation. The Trustee shall have no
responsibility to determine if the Depositary is so registered. Each Depositary
shall enter into an agreement with the Trustee governing their respective duties
and rights with regard to Book-Entry Securities.

               Each Security shall be dated the date of its authentication.

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

               The Trustee may appoint an authenticating agent (each, an
"AUTHENTICATION AGENT") to authenticate the Securities. Any Authenticating Agent
may authenticate Securities whenever the Trustee may do so. Each reference in
this Indenture to authentication by the Trustee includes authentication by any
such Authenticating Agent.

SECTION 303    GLOBAL SECURITIES; TEMPORARY SECURITIES.

                      (a) No definitive Security shall be issued in exchange
for a Global Security deposited with the Depositary pursuant to Section 302
representing any Securities unless such transfer complies with Section 304 of
this Indenture and (i) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for such Global Security or, in the case of
a Depositary located in the United States, if at any time such Depositary ceases
to be a "CLEARING AGENCY" registered under the Exchange Act and a successor
depositary is not appointed by the Issuer within 90 days of such notice or (ii)
the Company determines not to have the Securities represented by a Global
Security; provided, however, that the Company may not make such determination
during any period during which the Securities must be held in global form as may
be required by the Securities Act.

                      (b) Any Global Security that is transferable to the
beneficial owners thereof pursuant to this Section 303 shall be surrendered by
the Depositary to the Trustee located in the Borough of Manhattan, The City of
New York, to be so transferred, in whole or from time



                                       18

<PAGE>   24

to time in part, without charge, and the Trustee shall authenticate and deliver,
upon such transfer of each portion of such Global Security, an equal aggregate
number of Securities. Any portion of a Global Security transferred pursuant to
this Section 303 shall be executed, authenticated and delivered as specified in
Section 304 and registered in such names as the Depositary shall direct.

                      (c) Subject to the provisions of Section 303(b) above,
the registered holder of a Security may grant proxies and otherwise authorize
any Person, including Agent Members and Persons that may hold interests through
Agent Members, to take any action that a holder is entitled to take under this
Indenture or such Securities.

                      (d) In the event of the occurrence of any of the events
specified in paragraph (a) of this Section 303 the Company will promptly make
available to the Trustee a reasonable supply of certificated Securities in
definitive, fully registered form.

               Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which may be in global form, that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, substantially
of the tenor of the definitive Securities in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

               If temporary Securities of any series are issued, the Company
will cause definitive Securities of such series to be prepared without
unreasonable delay. The definitive Securities shall be printed, lithographed or
engraved, or provided by any combination thereof, or in any other manner
permitted by the rules and regulations of any applicable securities exchange,
all as determined by the officers executing such definitive Securities. After
the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of such temporary Securities at the office or agency
maintained by the Company for such purpose pursuant to Section 902, without
charge to the Holder in a Place of Payment. Upon surrender for cancellation of
any temporary Securities of any series, the Company shall execute, and the
Trustee shall authenticate and deliver, in exchange therefor the same aggregate
number of definitive Securities of the same series. Until so exchanged, the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series.

SECTION 304    REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

               The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register for each series of Securities (the register maintained
in such office and in any other office or agency of the Company maintained
pursuant to Section 902 in a Place of Payment being herein sometimes
collectively 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 Securities and of transfers of Securities. The Trustee is hereby
appointed "SECURITY REGISTRAR" for the purpose of registering Securities and
transfers of Securities as herein provided.



                                       19

<PAGE>   25

               Upon surrender for registration of transfer of any Security of
any series at the office or agency maintained pursuant to Section 902 in a Place
of Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of the same series, evidencing a like aggregate beneficial
interest in the Forward Contract for that series.

               At the option of the Holder, Securities of any series (except a
Global Security representing all or a portion of the Securities which may be
exchanged in accordance with Section 303 hereof) may be exchanged for other
Securities of the same series evidencing a like aggregate interest in the
Forward Contract for that series, upon surrender of the Securities to be
exchanged at such office or agency.

               If at any time the Depositary for one or more series of the
Securities notifies the Company that it is unwilling or unable to continue as
Depositary for such Securities or if at any time the Depositary for such
Securities shall no longer be eligible under Section 302, the Company shall
appoint a successor Depositary with respect to such Securities.

               The Depositary may surrender a Global Security in exchange in
whole or in part for Securities of the same series in certificated 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, to each Person specified by such Depositary a new certificated
Security or Securities of the same series and of like tenor, in aggregate number
equal to and in exchange for such Person's beneficial interest in the Global
Security, and to such Depositary a new Global Security of like tenor
representing an aggregate number of Securities of that series equal to the
difference, if any, between the aggregate beneficial interest in the Forward
Contract for that series represented by the surrendered Global Security and the
aggregate beneficial interest in the Forward Contract for that series
represented by the certificated Securities delivered to Holders thereof.

               Upon the exchange in full of a Global Security for Securities in
certificated form, such Global Security shall be canceled by the Trustee. Except
as provided in Section 303(a) and (b) hereof, Securities issued in exchange for
a Book-Entry Security pursuant to this Section shall be registered in such names
as the Depositary for such Book-Entry Security, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall make available such Securities to the Persons in whose names
such Securities are so registered.

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

               All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same obligation, and entitled to the same benefits under this Indenture, as
the Securities surrendered upon such registration of transfer or exchange. The
Trustee shall have no liability for any transfers or exchanges of the



                                       20

<PAGE>   26

Securities in accordance with the provisions of this Indenture being in
compliance with the Securities Act or any other applicable law.

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

               No service charge shall be made for any registration of transfer
or exchange of Securities, but the Company or the Securities Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 303 or 806 not
involving any transfer.

SECTION 305    MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

               If any mutilated Security is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and evidencing a
like aggregate beneficial interest in the Forward Contract for that series.

               If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen Security
a new Security of the same series evidencing a like aggregate beneficial
interest in the Forward Contract for that series.

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

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

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



                                       21

<PAGE>   27

SECTION 306    PERSONS DEEMED OWNERS.

               Prior to due presentment of a Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment in respect of amounts owed on
such Security and for all other purposes whatsoever, whether or not such
payments shall be overdue, and none of the Company, the Trustee or any agent of
the Company or the Trustee shall be affected by notice to the contrary;
provided, however, that the Depositary, or its nominee, shall be deemed the
owner of any Global Securities registered in its name, and owners of beneficial
interests in a Global Security will not be considered the owners of any
Securities for purposes of this Indenture.

SECTION 307    CANCELLATION.

               All Securities surrendered for payment, registration of transfer
or exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Securities shall be destroyed by the
Trustee and a certificate evidencing such destruction shall be delivered to the
Company.

SECTION 308    YIELD ENHANCEMENT PAYMENTS.

               For each series, a pro rata portion (based on the beneficial
interest in the Forward Contract for that series represented by each of the
Securities of that series) of the Yield Enhancement Payment, if any, shall be
remitted (a) by the Company to the Paying Agent prior to 10:00 am on each
Payment Date and (b) thereafter by the Paying Agent on each Payment Date to the
Persons in whose name such Securities are registered at the close of business on
the Record Date therefor. At least 5 Business Days prior to the applicable
Record Date, the Company shall notify the Trustee in writing of the aggregate
amount of the Yield Enhancement Payment, if any, to be paid on each Payment
Date.

               In the event of acceleration of maturity of a Forward Contract to
an Accelerated Maturity Date occurring after any Record Date and on or prior to
the next succeeding Payment Date, Yield Enhancement Payments, if any, otherwise
payable on such Payment Date shall be payable on the Accelerated Maturity Date,
and any such Yield Enhancement Payments (in the amounts determined as provided
above) shall be paid to the Persons in whose name the Securities of the relevant
series are registered at the close of business on such Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of acceleration of maturity of a Forward Contract to an Accelerated Maturity
Date, Yield Enhancement Payments, if any, that would otherwise be payable after
the Accelerated Maturity Payment with respect to a Forward Contract shall not be
payable.



                                       22

<PAGE>   28

               For any series of Securities, the Company shall have the right,
at any time and from time to time during the term of the Securities, to defer
making the Yield Enhancement Payments, if any, during the period until the
Maturity Date or the Accelerated Maturity Date, as the case may be. With respect
to any series of Securities, Yield Enhancement Payments, if any, which are
payable, but are deferred by the Company and not punctually paid or duly
provided for, on any Payment Date shall forthwith cease to be payable to the
Holder on the relevant Record Date by virtue of having been such Holder, and
such Yield Enhancement Payments, if any, together with, to the extent permitted
by applicable law, interest thereon at the Default Rate compounded quarterly for
each quarter until such Yield Enhancement Payments are paid (herein called
"Defaulted Yield Enhancement Payments"), 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
        Yield Enhancement Payments, if any, to the Persons in whose names the
        Securities are registered at the close of business on a Special Record
        Date for the payment of such Defaulted Yield Enhancement Payments, if
        any, which shall be fixed in the following manner. The Company shall
        notify the Trustee in writing at least one Business Day prior to the
        Payment Date on which any Yield Enhancement Payments would otherwise be
        payable of the aggregate amount of Defaulted Yield Enhancement Payments,
        if any, proposed to be paid on the Securities and the date of the
        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money equal to the aggregate amount proposed to
        be paid in respect of such Defaulted Yield Enhancement Payments, if any,
        or shall make arrangements satisfactory to the Trustee for such deposit
        prior to the date of the proposed payment; such money when deposited to
        be held in trust for the benefit of the Persons entitled to such
        Defaulted Yield Enhancement Payments, if any, in this Clause provided.
        Thereupon the Trustee shall fix a Special Record Date for the payment of
        such Defaulted Yield Enhancement Payments, if any, which shall be (i)
        not more than 15 Business Days and not less than 10 Business Days prior
        to the date of the proposed payment, and not less than 10 Business Days
        after the receipt by the Trustee of the notice of the proposed payment
        or (ii) if the Company proposes to pay such Defaulted Yield Enhancement
        Payments as part of the Maturity Payment, the Record Date with respect
        to the Maturity Date. The Trustee shall promptly notify the Company of
        such Special Record Date and, in the name and at the expense of the
        Company, shall cause notice of the proposed payment of such Defaulted
        Yield Enhancement Payments, if any, and the Special Record Date therefor
        to be mailed, first-class postage prepaid, to each Holder of Securities
        at such Holder's address as it appears in the Security Register, not
        less than 10 Business Days prior to such Special Record Date. Notice of
        the proposed payment of such Defaulted Yield Enhancement Payments, if
        any, and the Special Record Date therefor having been so mailed, such
        Defaulted Yield Enhancement Payments, if any, shall be paid to the
        Person in whose name the Securities are registered at the close of
        business on such Special Record Date and shall no longer be payable
        pursuant to the following Clause (2),

                      (2) The Company may make payment of any Defaulted Yield
        Enhancement Payments, if any, in any other lawful manner not
        inconsistent with the requirements of any stock exchange or national
        securities market on which such



                                       23

<PAGE>   29

        Securities are listed, and upon such notice as may be required by such
        exchange or market, 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.

               At the option of the Company, Yield Enhancement Payments, if any,
shall be remitted by the Trustee (i) by mailing a check to the address of the
persons entitled thereto as such address shall appear in the Security Register
or (ii) by wire transfer to an account maintained by the persons entitled
thereto as specified in the applicable Security Register if such person (a)
shall have provided wire instructions to the Paying Agent at least five (5)
Business Days prior to the relevant Record Date and (b) holds an aggregate
Security representing the right to receive, at maturity, at least $5,000,000.

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

                                   ARTICLE IV

                            PAYMENT AT MATURITY, ETC.

SECTION 401    SATISFACTION AND DISCHARGE OF INDENTURE.

               This Indenture with respect to the Securities of any series (if
all series under this Indenture are not to be affected) shall, upon Company
Request, cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities and replacement of lost,
stolen or mutilated Securities herein expressly provided for), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge as to such series of this Indenture, when either

                             (A) all Securities of such series theretofore
               authenticated and delivered have been delivered to the Trustee
               for cancellation; or

                             (B) all such Securities not theretofore delivered
               to the Trustee for cancellation have become due and payable and
               the Company has deposited or caused to be deposited with the
               Trustee as trust funds in trust for the purpose an amount
               sufficient to pay and discharge all amounts owed in respect of
               such Securities not theretofore delivered to the Trustee for
               cancellation.

               Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 606 and, if money
shall have been deposited with the Trustee pursuant to subclause (B) of this
Section, the obligations of the Trustee under the last paragraph of Section 903,
shall survive.



                                       24

<PAGE>   30

SECTION 402    MATURITY.

               For each series of Securities issued under this Indenture, and
subject to earlier acceleration of maturity in accordance with Article V hereof,
on the Maturity Date the Company shall be obligated to pay to the Holders, in
respect of the Securities of that series held by them, the Maturity Payment. The
Maturity Payment in respect of the Securities of each series shall be determined
by the mechanism set forth in this Section 402.

               For each series of Securities:

               (1) the "MATURITY PAYMENT" shall be an amount in cash equal to a
pro rata portion (based on the beneficial interest in the Forward Contract
represented by the Securities) of the sum of (A) the sum of the Initial
Principal Amount and the Stock Return Payment and (B) any accrued and unpaid
Yield Enhancement Payments (if any) through the Maturity Date.

               (2) the "INITIAL PRINCIPAL AMOUNT" shall have the meaning
specified pursuant to Section 301, and shall equal the product of (A) the number
of shares of Common Stock represented by the Forward Contract and (B) the
Starting Value of the Common Stock on the Initial Reset Date.

               (3) the "STOCK RETURN PAYMENT" shall equal the product of (A) the
Initial Principal Amount and (B) the Stock Return.

               (4) the "STOCK RETURN" shall equal the compounded value of the
Periodic Capped Returns for each Reset Date, shall be expressed as a percentage
and shall be computed in the following manner: product of [(1.00 + the Periodic
Capped Return) for each Reset Date] - 1.00.

               (5) the "PERIODIC CAPPED RETURN" for any Reset Date (including
Maturity) shall equal a fraction, (A) the numerator of which is the Ending Value
minus the Starting Value, and (B) the denominator of which is the Starting
Value; provided, however, that the Periodic Capped Return for any Reset Date
shall not in any circumstance be greater than the percentage specified in the
Committee Certificate or indenture supplemental hereto.

               (6) the "ENDING VALUE" for any Reset Date other than at Maturity
shall be the Closing Price of the Common Stock on the relevant Reset Date, or,
if that day is not a Trading Day, the Closing Price on the most recent Trading
Day. At Maturity, the Ending Value shall be the Ten Day Closing Price of the
Common Stock.

               (7) the "STARTING VALUE" for the Initial Reset Date shall be
specified in a Committee Certificate or an indenture supplemental hereto. The
Starting Value for each subsequent Reset Date (including Maturity) shall equal
the Ending Value on the immediately preceding Reset Date.

               (8) a "RESET DATE" shall occur on (1) each Payment Date,
beginning on the Initial Reset Date and (2) the Maturity Date or Accelerated
Maturity Date, as the case may be.



                                       25

<PAGE>   31

               The "INITIAL RESET DATE" shall be specified in Committee
Certificate or in an indenture supplemental hereto, and shall be the first
Payment Date.

               For each series, the Company shall be responsible for the
calculation of the Maturity Payment as set forth herein. The Company shall
notify the Trustee of the amount of the Maturity Payment for that series one New
York Business Day prior to the Maturity Date.

SECTION 403    DILUTION ADJUSTMENTS.

               The calculation of the Periodic Capped Return with respect to any
series shall be subject to adjustment from time to time as follows.

                      (a)   Stock Dividends, Splits, Reclassifications, Etc.  If
a Designated Issuer shall, after the date hereof,

                      (i)   pay a stock dividend or make a distribution with
        respect to Common Stock in shares of such stock;

                      (ii)  subdivide or split the outstanding shares of Common
        Stock into a greater number of shares of Common Stock;

                      (iii) combine the outstanding shares of Common Stock into
        a smaller number of shares; or

                      (iv)  issue by reclassification of shares of its Common
        Stock any shares of other common stock of the Designated Issuer;

then, in each such case, the Starting Value for the calculation of the Periodic
Capped Return on the next occurring Reset Date after such event shall be
multiplied by a Dilution Adjustment equal to a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately before
such event and the denominator of which shall be the number of shares of Common
Stock outstanding immediately after such event, plus, in the case of a
reclassification referred to in (iv) above, the number of shares of other common
stock of the Designated Issuer. In the event of a reclassification referred to
in (iv) above as a result of which no Common Stock is outstanding, the Periodic
Capped Return for each subsequent Reset Date shall be determined by reference to
the other common stock of the Designated Issuer issued in the reclassification.

                      (b) Right or Warrant Issuances.  If a Designated Issuer
shall, after the date hereof, issue, or declare a record date in respect of an
issuance of, rights or warrants to all holders of Common Stock entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the Then-Current Market Price of the Common Stock (other than rights to purchase
Common Stock pursuant to a plan for the reinvestment of dividends or interest),
then, in each such case, the Starting Value for the calculation of the Periodic
Capped Return for the next occurring Reset Date after such event shall be
multiplied by a dilution adjustment equal to a fraction, (i) the numerator of
which shall be (A) the number of shares of Common Stock outstanding immediately
prior to the time the adjustment is effected by reason of



                                       26

<PAGE>   32

the issuance of such rights or warrants, plus (B) the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so offered for subscription or purchase pursuant to such
rights or warrants would purchase at the Then-Current Market Price of the Common
Stock, which shall be determined by multiplying the total number of shares so
offered for subscription or purchase by the exercise price of such rights or
warrants and dividing the product so obtained by such Then-Current Market Price,
and (ii) the denominator of which shall be (A) the number of shares of Common
Stock outstanding immediately before the adjustment is effected, plus (B) the
number of additional shares of Common Stock offered for subscription or purchase
pursuant to such rights or warrants. To the extent that, after the expiration of
such rights or warrants, the shares of Common Stock offered thereby shall not
have been delivered, the Starting Value for the calculation of the periodic
capped return for the next occurring Reset Date after such event shall be
further adjusted to equal the Starting Value which would have been in effect had
such adjustment for the issuance of such rights or warrants been made upon the
basis of delivery of only the number of shares of Common Stock actually
delivered.

                      (c) Distributions of Other Assets.  If a Designated Issuer
shall, after the date hereof, declare or pay a dividend or make a distribution
to all holders of Common Stock, of any class of its capital stock, the capital
stock of a subsidiary of such Designated Issuer, evidences of its indebtedness
or other non-cash assets (excluding any dividends or distributions referred to
in paragraph (a) above) or shall issue to all holders of Common Stock rights or
warrants to subscribe for or purchase any of its securities (other than rights
or warrants referred to in paragraph (b) above), then, in each such case,
Starting Value for the calculation of the Periodic Capped Return for the next
occurring Reset Date after such event shall be multiplied by a Dilution
Adjustment equal to a fraction, (i) the numerator of which shall be (A) the
Then-Current Market Price per share of the Common Stock, less (B) the fair
market value (as determined by a nationally recognized independent investment
banking firm retained for this purpose by the Company, whose determination shall
be final) as of the time the adjustment is effected of the portion of the
capital stock, assets, evidences of indebtedness, rights or warrants so
distributed or issued applicable to one share of Common Stock, and (ii) the
denominator of which shall be the Then-Current Market Price of one share of the
Common Stock. [Notwithstanding the foregoing, in the event that, with respect to
any dividend or distribution to which this paragraph (c) would otherwise apply,
the numerator in the fraction referred to in the above formula is less than
$1.00 (or is a negative number), then the Company may, at its option, elect to
have the adjustment provided by this paragraph (c) not be made and in lieu of
such adjustment, on the Maturity Date, the Company shall deliver to the Holders
of the Securities an additional amount of cash equal to the fair market value of
such indebtedness, assets, rights or warrants (determined, as of the date such
dividend or distribution is made, by a nationally recognized independent
investment banking firm retained for this purpose by the Company, whose
determination shall be final) so distributed or issued with respect to the
number shares of Common Stock represented by the Forward Contract for that
series.]

                      (d) Cash Dividends; Excess Purchase Payments.  If, after
the date hereof, a Designated Issuer declares a record date in respect of a
distribution of cash (other than any Permitted Dividends, any cash distributed
in consideration of fractional shares of Common Stock and any cash distributed
in a Reorganization Event), by dividend or otherwise, to all



                                       27

<PAGE>   33

holders of Common Stock, or makes an Excess Purchase Payment, then the Starting
Value for the calculation of the Periodic Capped Return for the next occurring
Reset Date after such event shall be multiplied by a Dilution Adjustment equal
to a fraction, (i) the numerator of which shall be (A) the Then-Current Market
Price of the Common Stock on such record date, less (B) the amount of such
distribution applicable to one share of Common Stock which would not be a
Permitted Dividend (or in the case of an Excess Purchase Payment, less the
aggregate amount of such Excess Purchase Payment for which adjustment is being
made at such time divided by the number of shares of Common Stock outstanding on
such record date), and (ii) the denominator of which shall be such Then-Current
Market Price of the Common Stock.

                      For purposes of these adjustments, (A) "PERMITTED
DIVIDEND" means any quarterly cash dividend in respect of the Common Stock,
other than a quarterly cash dividend that exceeds the immediately preceding
quarterly cash dividend, and then only to the extent that the per share amount
of such dividend results in an annualized dividend yield on the Common Stock in
excess of 10.0% and (B) "EXCESS PURCHASE PAYMENT" means the excess, if any, of
(x) the cash and the value (as determined by a nationally recognized independent
investment banking firm retained for this purpose by the Company, whose
determination shall be final) of all other consideration paid by the Designated
Issuer or any of its subsidiaries with respect to one share of Common Stock
acquired in a tender offer or exchange offer by the Designated Issuer or any of
its subsidiaries, over (y) the Then-Current Market Price of the Common Stock.
[Notwithstanding the foregoing, in the event that, with respect to any dividend
or distribution to which this paragraph (d) would otherwise apply, the
denominator in the fraction referred to above formula is less than $1.00 (or is
a negative number), then the Company may, at its option, elect to have the
adjustment provided by this paragraph (d) not be made and in lieu of such
adjustment, on the Maturity Date, the Company shall deliver to the Holders of
the Securities an additional amount of cash equal to the amount of cash plus the
fair market value of such other consideration (determined, as of the date such
dividend or distribution is made, by a nationally recognized independent
investment banking firm retained for this purpose by the Company, whose
determination shall be final) so distributed (or applied to the acquisition of
the Common Stock in such a tender offer or exchange offer) with respect to the
number shares of Common Stock represented by the Forward Contract for that
series.]

               (e) Timing of Dilution Adjustments.  Each Dilution Adjustment
shall be effected as follows:

                      (i) in the case of any dividend, distribution or issuance,
        at the opening of business on the Business Day next following the record
        date for determination of holders of Common Stock entitled to receive
        such dividend, distribution or issuance or, if the announcement of any
        such dividend, distribution, or issuance is after such record date, at
        the time such dividend, distribution or issuance shall be announced by
        the Designated Issuer;

                      (ii) in the case of any subdivision, split, combination or
        reclassification, on the effective date of such transaction;



                                       28

<PAGE>   34

                      (iii) in the case of any Excess Purchase Payment for which
        the Designated Issuer shall announce, at or prior to the time it
        commences the relevant share repurchase, the repurchase price per share
        for shares proposed to be repurchased, on the date of such announcement;
        and

                      (iv) in the case of any other Excess Purchase Payment on
        the date that the holders of the repurchased shares become entitled to
        payment in respect thereof.

               (f) General; Failure of Dilution Event to Occur. All Dilution
Adjustments shall be rounded upward or downward to the nearest 1/10,000th (or if
there is not a nearest 1/10,000th to the next lower 1/10,000th). No adjustment
in Starting Value for the Calculation of the Periodic Capped Return for any
Reset Date shall be required unless such adjustment would require an increase or
decrease of at least one percent therein; provided, however, that any
adjustments which by reason of this sentence are not required to be made shall
be carried forward (on a percentage basis) and taken into account in any
subsequent adjustment. If any announcement or declaration of a record date in
respect of a dividend, distribution, issuance or repurchase requiring an
adjustment pursuant to this Section 403 shall subsequently be canceled by the
Designated Issuer, or such dividend, distribution, issuance or repurchase shall
fail to receive requisite approvals or shall fail to occur for any other reason,
then, upon such cancellation, failure of approval or failure to occur, the
Periodic Capped Return for the next occurring Reset Date after such event shall
be further adjusted to the Periodic Capped Return which would then have been in
effect had adjustment for such event not been made. If a Reorganization Event
shall occur after the occurrence of one or more events requiring an adjustment
pursuant to this Section 403, the Dilution Adjustments previously applied to the
Periodic Capped Return for the next occurring Reset Date after such events shall
not be rescinded but shall be applied to the new Periodic Capped Return provided
for under Sections 404 and 405.

SECTION 404    ADJUSTMENT FOR CONSOLIDATION, MERGER OR OTHER REORGANIZATION
               EVENT.

               In the event of (i) any consolidation or merger of a Designated
Issuer, or any surviving entity or subsequent surviving entity of the Designated
Issuer (a "DESIGNATED ISSUER SUCCESSOR"), with or into another entity (other
than a merger or consolidation in which the Designated Issuer is the continuing
corporation and in which the Common Stock outstanding immediately prior to the
merger or consolidation is not exchanged for cash, securities or other property
of the Designated Issuer or another Person), (ii) any sale, transfer, lease or
conveyance to another Person of the property of the Designated Issuer or any
Designated Issuer Successor as an entirety or substantially as an entirety,
(iii) any statutory exchange of securities of the Designated Issuer or any
Designated Issuer Successor with another Person (other than in connection with a
merger or acquisition) or (iv) any liquidation, dissolution or winding up of the
Designated Issuer or any Designated Issuer Successor (any such event described
in clause (i), (ii), (iii) or (iv), a "REORGANIZATION EVENT"), then, as to the
relevant series, the Ending Value used to calculate the Periodic Capped Return
for the next occurring Reset Date and the Starting Value and the Ending Value
used to calculate the Period Capped Return for each Reset Date thereafter (other
than at Maturity) shall be based on the Transaction Value rather than the
closing



                                       29

<PAGE>   35

price of the Common Stock and the Ending Value used to calculate the Periodic
Capped Return at Maturity shall be based on the Transaction Value rather than
the Ten Day Closing Price of the Common Stock.

               "TRANSACTION VALUE" means, with respect to any Reset Date, the
sum of: (a) for any cash received in any such Reorganization Event, the amount
of cash received per share of Common Stock; (b) for any property other than cash
or Marketable Securities received in any such Reorganization Event, an amount
equal to the market value on the date the Reorganization Event is consummated of
such property received per share of Common Stock (as determined by a nationally
recognized independent investment banking firm retained for this purpose by the
Company, whose determination shall be final); and (c) for any Marketable
Securities received in any such Reorganization Event, (1) with respect to any
Reset Date prior to the Maturity Date or Accelerated Maturity Date, as the case
may be, an amount equal to the closing price per share of such Marketable
Securities on such Reset Date multiplied by the number of such Marketable
Securities received for each share of Common Stock (if such Reset Date is a
Trading Day) or, if no closing price is available for such Reset Date, the
closing price per share of such Marketable Securities on the most recent Trading
Day for which a Closing Price is available, and (2) with respect to the Maturity
Date or Accelerated Maturity Date, as the case may be, an amount equal to the
average Closing Price per share of such Marketable Securities for the
Calculation Period of 10 Trading Days immediately prior to the date one New York
Business Day prior to the Maturity Date multiplied by the number of such
Marketable Securities received for each share of Common Stock.

               "MARKETABLE SECURITIES" means any perpetual equity securities or
debt securities with a stated maturity after the Maturity Date, in each case
that are listed on a U.S. national securities exchange or reported by the Nasdaq
National Market. The number of shares of any equity securities constituting
Marketable Securities included in the calculation of Transaction Value pursuant
to the preceding clause (c) shall be subject to adjustment if any event that
would, had it occurred with respect to the Common Stock or the Designated
Issuer, have required an adjustment pursuant to Section 403 shall occur with
respect to such Marketable Securities or the issuer thereof between the time of
the Reorganization Event and the Maturity Date. Adjustment for such subsequent
events shall be as nearly equivalent as practicable to the adjustments provided
for in Section 403.

SECTION 405    THE COMPANY RESPONSIBLE FOR ADJUSTMENTS.

               The Company shall be responsible for the effectuation and
calculation of any adjustment pursuant this Article IV and shall furnish the
Trustee with notice of any such adjustment. The Trustee shall be under no duty
or obligation to review or determine any calculations, adjustments, dividend
calculations, determination of either the Maturity Payment or Accelerated
Maturity Payment payable hereunder or any other calculation set forth in this
Article IV or in Section 502 hereof.



                                       30

<PAGE>   36

                                    ARTICLE V

                                    REMEDIES

SECTION 501    ACCELERATION EVENTS.

               "ACCELERATION EVENT," wherever used herein, means any one of the
following events:

                      (a) 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, or any
other applicable Federal or State bankruptcy, insolvency or other similar law,
or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or other similar official) of the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
90 consecutive days; or

                      (b) the commencement by the Company of a voluntary case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or other similar law, or the
consent by it to the entry of an order for relief in an involuntary case under
any such law or to the appointment of a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or the making by it of an assignment
for the benefit of its creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due, or the taking of
corporate action by the Company in furtherance of any action; or

                      (c) the receipt by the Company of an opinion of a
nationally recognized independent tax counsel experienced in such matters to the
effect that there has been (a) an amendment to, change in or announced proposed
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, (b) a judicial
decision interpreting, applying, or clarifying such laws or regulations, (c) an
administrative pronouncement or action that represents an official position
(including a clarification of an official position) of the governmental
authority or regulatory body making such administrative pronouncement or taking
such action, or (d) a threatened challenge asserted in connection with an audit
of the Company, any of its subsidiaries or the Trusts, or a threatened challenge
asserted in writing against any other taxpayer that has raised capital through
the issuance of securities that are substantially similar to the Securities or
the TARGETS, which amendment or change is adopted or which proposed change,
decision or pronouncement is announced or which action, clarification or
challenge occurs on or after the date of the Prospectus relating to the original
issuance of the TARGETS (collectively a "Tax Action"), which Tax Action relates
to any of the items described in (i) and (ii) below, and that there is more than
an insubstantial risk that (i) the Trust is, or will be subject to United States
federal income tax with respect to income accrued or received in respect of the
Forward Contract or the Treasury Securities, or (ii) the Trust is, or will be
subject to more than a de minimis amount of other taxes, duties or other
governmental charges; or



                                       31

<PAGE>   37

                      (d) the receipt by the Company of an opinion of a
nationally recognized independent counsel experienced in such matters to the
effect that as a result of the occurrence on or after the date hereof of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority, the Trusts are or will be considered an Investment Company which is
required to be registered under the Investment Company Act.

SECTION 502    ACCELERATION OF MATURITY.

                      (a) With respect to Securities of any series, if an
Acceleration Event described in Section 501 shall occur and be continuing, then
the Company shall give written notice thereof to the Trustee, which notice shall
include a statement as to the amount of the Accelerated Maturity Payment. On the
Accelerated Maturity Date the Forward Contract shall be automatically
accelerated and the Accelerated Maturity Amount shall be immediately due and
payable. Upon receipt by the Trustee of the Accelerated Maturity Amount, the
Trustee shall remit to the Holders, in respect of the Securities held by them,
an amount in cash (the "ACCELERATED MATURITY PAYMENT") equal to a pro rata
portion (based on the beneficial interest in the Forward Contract represented by
such Securities) of the sum of (A) the Maturity Payment calculated as of the
Accelerated Maturity Date and (B) any accrued and unpaid Yield Enhancement
Payments (if any) through the Accelerated Maturity Date.

                      (b) As used herein, the "ACCELERATED MATURITY DATE" means
the date of the occurrence of the event or events constituting such Acceleration
Event.

                      (c) The Company agrees, and each Holder of Securities, by
such Holder's acceptance thereof, agrees that the Accelerated Maturity Amount is
a reasonable pre-estimate of loss to such Holder and is not a penalty. Such
amount is payable for the loss of bargain and a Holder will not be entitled to
recover additional damage as a consequence of loss resulting from any
Acceleration Event.

SECTION 503    TAXES.

               The Company shall pay any and all documentary, stamp, transfer or
similar taxes and charges that may be payable in respect of the entry into this
Indenture and the performance of its obligations hereunder.

SECTION 504    TREATMENT OF FORWARD CONTRACTS.

               The Company hereby agrees that: (i) it will not treat this
Indenture, any Forward Contract, any portion of the Securities, or any
obligation hereunder (except in regards to any Yield Enhancement Payments (if
any)) as giving rise to any interest income or other inclusion of ordinary
income on the part of the Holders of the Securities; (ii) it will not treat the
delivery of any portion of the cash to be delivered pursuant to this Indenture
or any Forward Contract (except in regards to any Yield Enhancement Payments (if
any)) as giving rise to any interest income or other inclusions of ordinary
income (in the case of each Holder) or as giving rise to any interest expense or
other deductions of ordinary expense (in the case of SSBH); (iii) it will treat
this Indenture and any Forward Contract in its entirety as a forward contract
for the delivery of such cash, under the terms of which contract (a) at the time



                                       32

<PAGE>   38

of issuance of a series of Securities the Holder deposits irrevocably with the
Company a fixed amount of cash equal to the purchase price of the Securities to
assure the fulfillment of the Holder's purchase obligation described in clause
(c) below, which deposit will unconditionally and irrevocably be applied at
Maturity to satisfy such obligation, (b) until Maturity the Company may be
obligated to pay Yield Enhancement Payments on such deposit as compensation to
the Holder for the Company's use of such cash deposit during the term of the
Securities of such series, and (c) at Maturity such cash deposit unconditionally
and irrevocably will be applied by the Company in full satisfaction of the
Holder's obligation under the forward purchase contract, and the Company will
deliver to the Holder the amount of cash that the Holder is entitled to receive
at that time pursuant to the terms of the Securities of such series; and (iv) it
will not take any action (including filing any tax return or form or taking any
position in any tax proceeding) that is inconsistent with the obligations
contained in the foregoing clauses (i) through (iii). Notwithstanding the
preceding sentence, the Company may take any action or position required by law,
provided that the Company delivers to the Trustee an opinion of counsel,
nationally recognized as expert in Federal tax matters, to the effect that such
action or position is required by a statutory change, Treasury regulation, or
applicable court decision published after the date of this Indenture.

SECTION 505    NOTICES.

               The Company will or will cause to be delivered to the Trustee and
to each Holder:

                      (a) Immediately upon the occurrence of any Acceleration
Event hereunder, or upon the Company's obtaining knowledge that any of the
conditions or events described in Section 501(a) or (b) shall have occurred with
respect to the Designated Issuer, notice of such occurrence; and

                      (b) In case at any time prior to the Maturity Date the
Company receives notice, or otherwise obtains knowledge, that any event
requiring that an adjustment be effected pursuant to Sections 403, 404 and 405
hereof shall have occurred or be pending, then the Company shall promptly cause
to be delivered to the Trustee and each Holder a notice identifying such event
and stating, if known to the Company, the date on which such event is to occur
and, if applicable, the record date relating to such event. The Company shall
cause further notices to be delivered to the Trustee and each Holder if the
Company shall subsequently receive notice, or otherwise obtain knowledge, of any
further or revised information regarding the terms or timing of such event or
any record date relating thereto.

SECTION 506    COLLECTION OF AMOUNTS OWED AND SUITS FOR ENFORCEMENT BY TRUSTEE.

               The Company covenants that if default is made in the payment of
amounts owed on any Security at Maturity, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of such Securities the whole
amount then due and payable on such 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.



                                       33

<PAGE>   39

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

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

SECTION 507    TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

               All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities 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, expense,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 508    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 the Securities of
any series, upon presentation of the Securities of such series 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 606; and

               Second: To the payment of the amounts then due and unpaid on the
        Securities of such series in respect of which or for the benefit of
        which such money has been collected, ratably, without preference or
        priority of any kind, according to the amounts due and payable on such
        Securities.

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



                                       34

<PAGE>   40

SECTION 509    LIMITATION ON SUITS.

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

                      (1) such Holder has (i) previously given written notice to
        the Trustee of a continuing Acceleration Event with respect to the
        Forward Contract for such series and (ii) the Holders of not less than
        25% of the Outstanding Securities of such series shall have made written
        request to the Trustee to institute proceedings in respect of such
        Acceleration Event in its own name as Trustee hereunder;

                      (2) 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;

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

                      (4) no direction inconsistent with such written request
        has been given to the Trustee during such 60-day period by the Holders
        of a majority of the Outstanding Securities of that series; it being
        understood and intended that no one or more of such Holders shall have
        any right in any manner whatever by virtue of, or by availing of, any
        provision of this Indenture to affect, disturb or prejudice the rights
        of any other Holders of Securities of any other series, 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. For the protection and enforcement of the provisions of this
        Section 509, each and every Holder of Securities of any series and the
        Trustee for such series shall be entitled to such relief as can be given
        at law or in equity.

SECTION 510    RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 511    RIGHTS AND REMEDIES CUMULATIVE.

               Except as otherwise provided with respect to the replacement or
payment of a mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 305, 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



                                       35

<PAGE>   41

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 512    DELAY OR OMISSION NOT WAIVER.

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

SECTION 513    CONTROL BY HOLDERS.

               The Holders of a majority of the Outstanding 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 Securities of such
series, provided that

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

                      (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 proceeding so directed would
        be unjustly prejudicial to the Holders of Securities 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 514    WAIVER OF PAST DEFAULTS.

               The Holders of not less than a majority of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder and its consequences, except a
default in the payment of amounts owed in respect of any Security of such
series, or in respect of a covenant or provision hereof which under Article
Eight cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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



                                       36

<PAGE>   42

SECTION 515    WAIVER OF STAY OR EXTENSION LAWS.

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

SECTION 516    FILING PROOFS OF CLAIM.

               In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, competition 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 Securities of a particular series or the
property of the Company or of such other obligor or their creditors, the Trustee
(irrespective of whether the amount owed on such Securities shall then be due
and payable as therein expressed or by declaration of acceleration or otherwise
and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of amounts due on such Securities) shall be entitled and
empowered, any intervention in such proceeding or otherwise,

               (i)    to file and prove a claim for the whole amounts owing and
                      unpaid in respect of the Securities of such series 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 of such Securities
                      allowed in such judicial proceeding, and

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
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 such 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 606 of this Indenture.

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



                                       37

<PAGE>   43

SECTION 517    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PAYMENTS.

               Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the amounts owed on such Security and to institute suit for
the enforcement of any such payment and interest thereon, and such right shall
not be impaired without the consent of the Holder.

SECTION 518    RESTORATION OF RIGHTS AND REMEDIES.

               If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders 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 and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 519    UNDERTAKING FOR COSTS.

               All parties to this Indenture agree, and each Holder of any
Security by such Holder's 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 due regard to
the merits and good faith of the claims or defenses made by such party litigant,
but the provisions of this Section 519 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder or group of Holders holding in
the aggregate more than 10% of the Outstanding Securities, or to any suit
instituted by any Holder of a Security for the enforcement of the payment of
amounts owed on such Security on or after the Maturity Date or Accelerated
Maturity Date.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 601       CERTAIN RIGHTS OF TRUSTEE.

               Subject to the provisions of the Trust Indenture Act:

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



                                       38

<PAGE>   44

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

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

                      (d) the Trustee may at any time (i) 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 and (ii) seek
instructions concerning the administration of this Indenture from any court of
competent jurisdiction;

                      (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 Securities of any series pursuant to this
Indenture, unless such Holders shall have provided to the Trustee reasonable
security or indemnity against the costs, expenses (including attorney's fees and
expenses and the expenses of the Trustee's agents, nominees and custodians) and
liabilities which might be incurred by it in compliance with such request or
direction including such reasonable advances as may be requested by the Trustee;

                      (f) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document (including, without limitations, any instruments or certificates
delivered pursuant to Section 304 hereof), but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney;

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

                      (h) the Trustee shall not be required 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;

                      (i) the granting of any right to the Trustee hereunder
shall not be deemed to impose on the Trustee an obligation to exercise such
rights, subject to Section 601(j); and



                                       39

<PAGE>   45

                      (j) the Trustee shall not be obligated to take any action
or to exercise any remedy hereunder unless directed to do so by the Holders of a
majority of the Securities then Outstanding of a series and shall have no
liability for its failure to act pending receipt by it of any such direction.

               This Section 601 is in furtherance of and subject to Sections 315
and 316 of the Trust Indenture Act.

SECTION 602    CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

                      (a) With respect to the Securities of any series, except
upon the occurrence of an Acceleration Event;

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

                             (2) in the absence of bad faith on its part, the
               Trustee may conclusively rely, as to the truth of the statements
               and the correctness of the opinions expressed therein, upon
               certificates or opinions furnished to the Trustee and conforming
               to the requirements of this Indenture; but in the case of any
               such certificates or opinions which by any provision hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall be under a duty to examine the same to determine whether or
               not they conform to the requirements of this Indenture.

                      (b) In case an Acceleration Event with respect to the
Securities of any series, of which a Responsible Officer of the Trustee has
actual knowledge, has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same
degree of care and skill in their exercise, as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs.

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

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

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

                             (3) the Trustee shall not be liable with respect to
               any action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of a majority of the
               Outstanding Securities of any series determined as provided in
               Section 513, relating to the time, method and place of conducting
               any proceeding for any remedy available to the Trustee, or
               exercising any trust or



                                       40

<PAGE>   46

               power conferred upon the Trustee, under this Indenture with
               respect to the Securities; and

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

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

SECTION 603    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

               The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities of any series. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 604    MAY HOLD SECURITIES.

               The Trustee, any Paying Agent, any Security Registrar or any
other agent of the Company, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Paying Agent, Security
Registrar or such other agent.

SECTION 605    MONEY HELD IN TRUST.

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

SECTION 606    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 compensation shall not be limited by any provision of law
               in regard to the compensation of a trustee of an express trust as
               set forth in a separate fee letter between the Trustee and the
               Company);

                             (2) except as otherwise expressly provided herein,
               to reimburse the Trustee upon its request for all reasonable
               expenses, disbursements and



                                       41

<PAGE>   47

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

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

SECTION 607    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

               There shall at all times be a Trustee hereunder that shall be
eligible to act as Trustee under an indenture qualified under the Trust
Indenture Act and that has a combined capital and surplus of at least
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of federal, state, territorial
or District of Columbia 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 VI.

SECTION 608    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                      (a) The Trustee may resign at any time with respect to the
Securities of one or more series upon giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 609 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 Securities of such series.

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

                      (c) If at any time:

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

                             (2) the Trustee shall cease to be eligible under
               Section 310(a) of the Trust Indenture Act and shall fail to
               resign after written request therefor by the Company or by any
               such Holder, or



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<PAGE>   48

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 315(c) of the
Trust Indenture Act, any Holder who has been a bona fide Holder of 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 with respect to all Securities and the appointment of a successor
Trustee or Trustees.

                      (d) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 609. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority of the Outstanding Securities of
such series delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such appointment in
accordance with the applicable requirements of Section 609, become the successor
Trustee with respect to the Securities of such series and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Securities of any series shall have been so
appointed by the Company or the Holders of such series and accepted appointment
in the manner required by Section 609, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of
such Holder and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

SECTION 609    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                      (a) In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such



                                       43

<PAGE>   49

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

                      (b) In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) of the
series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees 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 Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates. Whenever
there is a successor Trustee with respect to one or more (but less than all)
series of securities issued pursuant to this Indenture, the terms "Indenture",
"Securities" and "Trustee" shall have the meanings specified in the provisos to
the respective definitions of those terms in Section 101 which contemplate such
situation.

                      (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 the Trust Indenture Act.



                                       44

<PAGE>   50

SECTION 610    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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

SECTION 611    DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

               Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that none of the Company or the Trustee
or any agent of either of them shall be held accountable by reason of the
disclosure of any information as to the names and addresses of the Holders of
Securities in accordance with Section 312 of the Trust Indenture Act, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under Section 312(b) of the Trust Indenture Act.

SECTION 612    REPORTS BY TRUSTEE.

               Within 60 days after April 15 of each year commencing with the
first August 15 after the first issuance of Securities of such series for which
it acts as Trustee pursuant to this Indenture, the Trustee shall transmit by
mail to all Holders of such Securities as provided in Trust Indenture Act
Section 313(c) a brief report dated as of such April 15 if required by Trust
Indenture Act Section 313(a).

                                   ARTICLE VII

                          CONSOLIDATION, MERGER OR SALE

SECTION 701    CONSOLIDATION, MERGER OR SALE.

               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 Person formed by such consolidation or into
               which the Company is merged or the Person which acquires by
               conveyance or transfer, or which leases, the properties and
               assets of the Company substantially as an entirety shall be a
               corporation organized and existing under the laws of the United
               States of America, any State thereof or the District of Columbia
               and shall expressly assume, by an indenture supplemental hereto,
               executed and delivered to the



                                       45

<PAGE>   51

               Trustee, in form satisfactory to the Trustee, the due and
               punctual payment of amounts owed on all Securities and the
               performance of every covenant of this Indenture on the part of
               the Company to be performed or observed,

                             (2) immediately after giving effect to such
               transaction, no Acceleration Event, and no event which, after
               notice or lapse of time or both, would become an Acceleration
               Event, shall have happened and be continuing; and

                             (3) the Company has delivered to the Trustee an
               Officer's Certificate and an Opinion of Counsel, each stating
               that such consolidation, merger, conveyance, transfer or lease
               and such supplemental indenture comply with this Article and that
               all conditions precedent herein provided for relating to such
               transaction have been complied with.

SECTION 702    SUCCESSOR CORPORATION SUBSTITUTED.

               Upon any consolidation by the Company with or merger by the
Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 701, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

                                  ARTICLE VIII

                             SUPPLEMENTAL INDENTURES

SECTION 801    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 any such
               successor of the covenants of the Company herein and in the
               Securities; or

                             (2) to add to the covenants of the Company for the
               benefit of the Holders of all or any series of Securities (and if
               such covenants are to be for the benefit of less than all series
               of Securities, stating such covenants are being included solely
               for the benefit of such series) or to surrender any right or
               power herein or in the Securities conferred upon the Company; or



                                       46

<PAGE>   52

                             (3) to add any additional Acceleration Events with
               respect to the Forward Contract (and if such Acceleration Events
               are to be for the benefit of less than all series of Securities,
               stating such Acceleration Events are being included solely for
               the benefit of such series); or

                             (4) to add to or change any of the provisions of
               this Indenture to such extent as shall be necessary to permit or
               facilitate the issuance of the Securities in bearer form,
               registrable or not registrable, or to provide for an
               uncertificated (commonly known as "BOOK-ENTRY") Security on terms
               satisfactory in substance to the Trustee, provided that such
               issuance of bearer securities complies with the restrictions
               under the Tax Equity and Fiscal Responsibility Act of 1982; or

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

                             (6) to secure the Securities; or

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

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

SECTION 802    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

               With the consent of the Holders of not less than a majority of
the Outstanding Securities of each series affected by such supplemental
indenture voting separately, 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 of Securities under this Indenture; provided, however, that no
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security of each such series affected thereby,



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<PAGE>   53

                             (1) as to such series, change the Maturity of the
               Forward Contract, or reduce the Maturity Payment payable on the
               Maturity Date, or reduce the Accelerated Maturity Payment that
               would be due and payable on an Accelerated Maturity Date pursuant
               to Section 502, or reduce the Yield Enhancement Payments, if any,
               that would be due and payable pursuant to Section 308, or change
               the coin or currency in which amounts owed in respect of the
               Forward Contract are payable, or impair the right to institute
               suit for the enforcement of any such payment, on or after the
               Maturity thereof, or reduce the percentage of the Outstanding
               Securities, the consent of whose Holders is required for any such
               supplemental indenture, or the consent of whose Holders is
               required for any waiver of compliance with certain provisions of
               this Indenture or certain defaults hereunder and their
               consequences provided for in this Indenture, or

                             (2) change any obligation of the Company to
               maintain an office or agency in the places and for the purposes
               specified in Section 902, or

                             (3) modify any of the provisions of this Section
               802, Section 515, or Section 905, except to increase any such
               percentage in Section 905 to provide that certain other
               provisions of this Indenture which affect such series cannot be
               modified or waived without the consent of the Holder of each
               Outstanding Security of such series affected thereby; provided,
               however, that this clause shall not be deemed to require the
               consent of any Holder with respect to changes in the references
               to "THE TRUSTEE" and concomitant changes in this Section, or the
               deletion of this proviso, in accordance with the requirements of
               Sections 608(b) and 801(7).

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

               A supplemental indenture that changes or eliminates any covenant
or other provision of this Indenture with respect to one or more particular
series of Securities, if any, or that modifies the rights of the Holders of
Securities of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this indenture of the Holders of
Securities, if any, of any other series.

SECTION 803    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 shall be fully protected in relying upon, an Opinion of Counsel, the
preparation of which shall not be at the expense of the Trustee, 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.



                                       48

<PAGE>   54

SECTION 804    EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 805    CONFORMITY WITH TRUST INDENTURE ACT.

               After this Indenture is qualified pursuant to the 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 806    REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE IX

                                    COVENANTS

SECTION 901    PAYMENT.

               The Company covenants and agrees for the benefit of the Holders
of each series of Securities that it will duly and punctually pay all amounts
owed on the Securities of such series in accordance with the terms of the
Securities and this Indenture.

SECTION 902    MAINTENANCE OF OFFICE OR AGENCY.

               The Company will maintain in each Place of Payment of any series
for the Securities of such series an office or agency where Securities of such
series may be presented or surrendered for payment, where Securities of such
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. 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 and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.



                                       49

<PAGE>   55

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

SECTION 903    MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

               If the Company shall at any time act as its own Paying Agent with
respect to any Securities of any series, it will, on or before each due date of
amounts owed on such Securities, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the amounts owed 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 Securities, it will, prior to each due date of amounts
owed in respect of such Securities, deposit with any such Paying Agent a sum
sufficient to pay the amounts owed in respect of such Securities so becoming
due, such sum to be held in trust for the benefit of the Persons entitled
thereto, 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 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
               amounts owed in respect of Securities of such series in trust for
               the benefit of the Persons entitled thereto until such sums shall
               be paid to such Persons or otherwise disposed of as herein
               provided;

                             (2) give the Trustee notice of any default by the
               Company (or any other obligor upon the Securities of such series)
               in the making of any payment of amounts owed in respect to the
               Securities of such series; and

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

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



                                       50

<PAGE>   56

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 money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the amounts owed in respect to
any Security of any series and remaining unclaimed for two years after such
amount has become due and payable shall be paid to the Company on Company
Request along with any interest that has accumulated thereon as a result of such
money being invested at the direction of the Company, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment of such amounts without interest thereon, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, or cause to be
mailed to such Holder, 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 904    LIMITATION ON LIENS.

               The Company will not, and will not permit any Restricted
Subsidiary to, incur, issue, assume guarantee or suffer to exist any
indebtedness for borrowed money (indebtedness for borrowed money being
hereinafter in this section called "debt") if such debt is secured by a pledge
of, lien on, or security interest in any shares of stock of any Restricted
Subsidiary, whether such stock is now owned or shall hereafter be acquired,
without effectively providing that the Securities shall be secured equally and
ratably with such debt.

SECTION 905    WAIVER OF CERTAIN COVENANTS.

               The Company may omit in any particular instance to comply with
any covenant, set forth herein, with respect to the Securities of any series, if
before the time for such compliance, the Holders of at least a majority of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
covenant, but no such waiver shall extend to or affect such covenant 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 shall remain in full force and effect.

SECTION 906    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 (which on
the date hereof is the calendar year) ending after the date hereof, an Officers'
Certificate, stating whether or not to the best



                                       51

<PAGE>   57

knowledge of the signers thereof the Company is in default in the performance
and observation 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.

               The Company will deliver written notice to the Trustee promptly
after any officer of the Company has knowledge of the occurrence of any event
that with the giving of notice or the lapse of time or both would become an
Acceleration Event under Section 501.

SECTION 907    PAYMENT OF EXPENSES.

                    (a)  In connection with the offering, sale and issuance
of the Securities and in connection with the sale of any securities by the
Trusts (collectively, the "Trust Securities"), the Company, in its capacity as
issuer with respect to the Securities, shall:

                    (i)   pay all costs and expenses relating to the offering,
                          sale and issuance of the Trust Securities, including
                          commissions and compensation to the underwriters
                          payable pursuant to any applicable underwriting
                          agreement and compensation of the Trustee under this
                          Indenture in accordance with the provisions of Section
                          606;

                    (ii)  pay all costs and expenses of the Trusts (including,
                          but not limited to, costs and expenses relating to the
                          organization of the Trusts, the offering, sale and
                          issuance of the Trust Securities of the Trusts
                          (including commissions and compensation to the
                          underwriters in connection therewith), the fees and
                          expenses of the Institutional Trustee(s), the Regular
                          Trustees(s) and the Delaware Trustee(s) of the Trust,
                          the costs and expenses relating to the operation,
                          maintenance and dissolution of the Trusts and the
                          enforcement by the Institutional Trustee(s) of the
                          rights of the holders of the Trust Securities,
                          including without limitation, costs and expenses of
                          accountants, attorneys, statistical or bookkeeping
                          services, expenses for printing and engraving and
                          computing or accounting equipment, paying agent(s),
                          registrar(s), transfer agent(s), duplicating, travel
                          and telephone and other telecommunications expenses
                          and costs and expenses incurred in connection with the
                          acquisition, financing, and disposition of assets of
                          the Trusts);

                    (iii) be primarily liable for any indemnification
                          obligations arising with respect to the Declarations
                          of the Trusts and the Amended and Restated
                          Declarations of the Trusts; and

                    (iv)  pay any and all taxes (other than United States
                          withholding taxes in respect of amounts paid on the
                          Securities held by the Trusts) and all liabilities,
                          costs and expenses with respect to such taxes of the
                          Trusts.



                                       52

<PAGE>   58

                    (b)  Upon termination of this Indenture or of each series
of Securities or the removal or resignation of the Trustee pursuant to Section
608, the Company shall pay to the Trustee all amounts accrued and owing to the
Trustee to the date of such termination, removal or resignation. Upon
termination of each Amended and Restated Declaration of the Trusts or the
removal or resignation of the Delaware Trustee(s) or the Institutional
Trustee(s), as the case may be, pursuant to Section 5.6 of the Amended and
Restated Declaration of each Trust, the Company shall pay to such Delaware
Trustee or such Institutional Trustee, as the case may be, all amounts accrued
and owing to such Delaware Trustee or such Institutional Trustee, as the case
may be, to the date of such termination, removal or resignation.



                                       53

<PAGE>   59

               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.

SALOMON SMITH BARNEY HOLDINGS INC.

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

               [SEAL]
Attest:


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

THE CHASE MANHATTAN BANK, TRUSTEE

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

               [SEAL]
Attest:


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



                                       54

<PAGE>   60

STATE OF NEW YORK     )
                         ss.:
COUNTY OF NEW YORK    )

               On this       day of                 , 2000, before me personally
appeared                , to me known, who, being by me duly sworn, did depose
and say that he is a          of SALOMON SMITH BARNEY HOLDINGS INC., the
corporation described in and which executed the foregoing instrument; that he
knows the seal of the said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the board of
directors of said corporation; and that he signed his name thereto by like
authority.

               IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  -----------------------
                                  Notary Public


[Notarial Seal]



                                       55

<PAGE>   61

STATE OF NEW YORK     )
                          ss.:
COUNTY OF NEW YORK    )

               On the        day of                 , 2000, before me personally
appeared                  , to me known, who, being by me duly sworn, did depose
and say that she is a          of The Chase Manhattan Bank, the New York banking
corporation described in and which executed the forgoing instrument; that she
knows the seal of said New York banking corporation; that the seal affixed to
said instrument is such seal; that it was so affixed by authority of the Board
of Directors of said New York banking corporation, and that she signed her name
thereto by like authority.


               IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                  ---------------------
                                  Notary Public

[Notarial Seal]




                                       56
<PAGE>   62

                                                                       EXHIBIT A

NO. 1

                       SALOMON SMITH BARNEY HOLDINGS INC.
                          FORWARD CONTRACT CERTIFICATE

                 WITH RESPECT TO                     COMMON STOCK

               SALOMON SMITH BARNEY HOLDINGS INC., a corporation duly organized
and existing under the laws of New York (herein called the "Company," which term
includes any successor Person), for value received, hereby certifies that The
Chase Manhattan Bank, as Institutional Trustee of TARGETS Trust  , or registered
assigns, is the owner of a 100% interest in the Forward Contract (as defined in
the Indenture referred to below) and, as such, is entitled to receive from the
Company its pro rata share of (i) the Maturity Payment on                , 20  ,
subject to acceleration to an Accelerated Maturity Date and adjustment to the
Accelerated Maturity Payment pursuant to the terms of the Indenture and (ii) the
Yield Enhancement Payments, if any, on each Payment Date.

               Payment of (i) the Maturity Payment or Accelerated Maturity
Payment, as the case may be, and (ii) the Yield Enhancement Payments, if any,
with respect to this Security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

               Reference is hereby made to the further provisions of this
Security set forth after the Trustee's certificate of authentication, which
further provisions shall for all purposes have the same effect as if set forth
at this place.

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



                                      A-1

<PAGE>   63


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

Dated:         , 20

                                            SALOMON SMITH BARNEY HOLDINGS INC.

           [SEAL]

                                            ----------------------------------
                                            By:


                                            ----------------------------------
                                            By:


TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

The Chase Manhattan Bank, as Trustee


By:
   ----------------------------------
        Authorized Signatory



                                      A-2

<PAGE>   64

                       SALOMON SMITH BARNEY HOLDINGS INC.
                          FORWARD CONTRACT CERTIFICATE

                 WITH RESPECT TO                    COMMON STOCK

               This Security is one of a duly authorized issue of the Company
(herein called the "Securities"), issued and to be issued under an Indenture
dated as of   , 20   (herein called the "Indenture") between the Company and The
Chase Manhattan Bank (herein called the "Trustee," which term includes any
successor trustee under the Indenture), relating to a Forward Contract with
respect to   Common Stock, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

               The Securities are not subject to redemption at the option of the
Company or at the option of the Holder prior to maturity; however, if certain
Acceleration Events shall have occurred and be continuing, the maturity of the
Securities will be accelerated to the Accelerated Maturity Date pursuant to the
terms of the Indenture.

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

               No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay (i) the Maturity Payment or
Accelerated Maturity Payment, as the case may be, and (ii) the Yield Enhancement
Payments, if any, with respect to this Security at the time, place and rate, and
in the coin or currency, prescribed in the Indenture.

               As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar and duly executed
by, the Holder hereof or the Holder's attorney duly authorized in writing, and
thereupon one or more new Securities will be issued to the designated transferee
or transferees.



                                      A-3

<PAGE>   65

               The Securities are issuable only in registered form. As provided
in the Indenture and subject to certain limitations therein set forth, the
Securities are exchangeable for one or more new Securities of like tenor and
representing an equal aggregate beneficial interest in the Forward Contract to
be surrendered for exchange. If (a) any Depositary is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days or (b) the Company executes and delivers to the
Trustee a Company Order to the effect that the Global Securities shall be
exchangeable for certificated Securities, the Global Securities will be
exchangeable for Securities in definitive certificated form of like tenor. Such
definitive Securities shall be registered in such name or names as the
Depositary shall instruct the Trustee.

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

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

               All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

                                   ----------



                                      A-4

<PAGE>   66


               FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


[Please Insert Social Security Number or Other Identifying Number of Assignee]


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


[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE:]

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

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

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

The within Security of Salomon Smith Barney Holdings Inc. and does hereby
irrevocably constitute and appoint

--------------------------------------------------------------------------------
Attorney to transfer said Security on the books of said Company, with full power
of substitution in the premises.


Dated:
      ------------------------     --------------------------------------------
                                   NOTICE:  The signature to this assignment
                                   must correspond with the name as written upon
                                   the first page of the within Security in
                                   every particular, without alteration or
                                   enlargement or any change whatever, and be
                                   guaranteed by the endorser's bank or broker.





                                      A-5