<PAGE>   1
                                                                   EXHIBIT 4.8.3

                               CALPINE CORPORATION

                                       TO

                              THE BANK OF NEW YORK,
                                   as Trustee



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



                                    Indenture

                          Dated as of January 31, 2000



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



                               up to $371,134,100

                  Convertible Subordinated Debentures due 2030




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                                    TABLE OF CONTENTS
<TABLE>
        <S>                                                                          <C>
        ARTICLE I     Definitions and Other Provisions of General Application.........2

        SECTION 1.01  Definitions.....................................................2
        SECTION 1.02  Compliance Certificates and Opinions...........................13
        SECTION 1.03  Form of Documents Delivered to Trustee.........................14
        SECTION 1.04  Acts of Holders; Record Dates..................................14
        SECTION 1.05  Notices, Etc., to Trustee and the Company......................16
        SECTION 1.06  Notice to Holders; Waiver......................................16
        SECTION 1.07  Conflict with Trust Indenture Act..............................17
        SECTION 1.08  Effect of Headings and Table of Contents.......................17
        SECTION 1.09  Successors and Assigns.........................................17
        SECTION 1.10  Separability Clause............................................17
        SECTION 1.11  Benefits of Indenture..........................................17
        SECTION 1.12  Governing Law..................................................17
        SECTION 1.13  Legal Holidays.................................................17

        ARTICLE II    Security Forms.................................................18

        SECTION 2.01  Forms Generally................................................18
        SECTION 2.02  Initial Issuance to Property Trustee...........................18
        SECTION 2.03  Additional Provisions Required in Global Security..............19
        SECTION 2.04  Issuance of Global Securities to Holders.......................19

        ARTICLE III   The Securities.................................................20

        SECTION 3.01  Title and Terms................................................20
        SECTION 3.02  Denominations..................................................21
        SECTION 3.03  Execution, Authentication, Delivery and Dating.................21
        SECTION 3.04  Temporary Securities...........................................22
        SECTION 3.05  Global Securities..............................................22
        SECTION 3.06  Registration, Transfer and Exchange Generally;
                      Certain Transfers and Exchanges................................23
        SECTION 3.07  Mutilated, Destroyed, Lost and Stolen Securities...............26
        SECTION 3.08  Payment of Interest; Interest Rights Preserved.................27
        SECTION 3.09  Persons Deemed Owners..........................................28
        SECTION 3.10  Cancellation...................................................28
        SECTION 3.11  Right of Set Off...............................................29
        SECTION 3.12  CUSIP Numbers..................................................29
        SECTION 3.13  Extension of Interest Payment Period; Notice of
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<TABLE>
        <S>                                                                         <C>
                      Extension......................................................29
        SECTION 3.14  Paying Agent, Security Registrar and Conversion Agent..........30

        ARTICLE IV    Satisfaction and Discharge.....................................30

        SECTION 4.01  Satisfaction and Discharge of Indenture........................30
        SECTION 4.02  Application of Trust Money.....................................31

        ARTICLE V     Remedies.......................................................32

        SECTION 5.01  Events of Default..............................................32
        SECTION 5.02  Acceleration of Maturity; Rescission and Annulment.............33
        SECTION 5.03  Collection of Indebtedness and Suits for Enforcement
                      by Trustee.....................................................35
        SECTION 5.04  Trustee May File Proofs of Claim...............................35
        SECTION 5.05  Trustee May Enforce Claims Without Possession of
                      Securities.....................................................35
        SECTION 5.06  Application of Money Collected.................................36
        SECTION 5.07  Limitation on Suits............................................36
        SECTION 5.08  Unconditional Right of Holders to Receive Principal
                      and Interest and Convert.......................................37
        SECTION 5.09  Restoration of Rights and Remedies.............................37
        SECTION 5.10  Rights and Remedies Cumulative.................................37
        SECTION 5.11  Delay or Omission Not Waiver...................................37
        SECTION 5.12  Control by Holders.............................................37
        SECTION 5.13  Waiver of Past Defaults........................................38
        SECTION 5.14  Undertaking for Costs..........................................38
        SECTION 5.15  Waiver of Stay or Extension Laws...............................38
        SECTION 5.16  Enforcement by Holders of Preferred Securities.................38

        ARTICLE VI    The Trustee....................................................39

        SECTION 6.01  Certain Duties and Responsibilities............................39
        SECTION 6.02  Notice of Defaults.............................................39
        SECTION 6.03  Certain Rights of Trustee......................................40
        SECTION 6.04  Not Responsible for Recitals or Issuance of Securities.........41
        SECTION 6.05  May Hold Securities............................................41
        SECTION 6.06  Money Held in Trust............................................41
        SECTION 6.07  Compensation and Reimbursement.................................41
        SECTION 6.08  Disqualification; Conflicting Interests........................42
        SECTION 6.09  Corporate Trustee Required; Eligibility........................42
        SECTION 6.10  Resignation and Removal; Appointment of Successor..............42
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<TABLE>
        <S>                                                                         <C>
        SECTION 6.11  Acceptance of Appointment by Successor.........................43
        SECTION 6.12  Merger, Conversion, Consolidation or Succession
                      to Business....................................................44
        SECTION 6.13  Preferential Collection of Claims Against Company..............44

        ARTICLE VII   Holders' Lists and Reports by Trustee and Company..............44

        SECTION 7.01  Company to Furnish Trustee Names and Addresses
                      of Holders.....................................................44
        SECTION 7.02  Preservation of Information; Communications to
                      Holders........................................................44
        SECTION 7.03  Reports by Trustee.............................................45
        SECTION 7.04  Reports by Company.............................................45
        SECTION 7.05  Tax Reporting..................................................45

        ARTICLE VIII  Consolidation, Merger, Conveyance, Transfer or Lease...........46

        SECTION 8.01  Company May Consolidate, Etc., Only on Certain Terms...........46
        SECTION 8.02  Successor Substituted..........................................46

        ARTICLE IX    Supplemental Indentures........................................47

        SECTION 9.01  Supplemental Indentures Without Consent of Holders.............47
        SECTION 9.02  Supplemental Indentures with Consent of Holders................47
        SECTION 9.03  Execution of Supplemental Indentures...........................49
        SECTION 9.04  Effect of Supplemental Indentures..............................49
        SECTION 9.05  Conformity with Trust Indenture Act............................49
        SECTION 9.06  Reference in Securities to Supplemental Indentures.............49

        ARTICLE X     Covenants; Representations and Warranties......................49

        SECTION 10.01 Payment of Principal and Interest..............................49
        SECTION 10.02 Maintenance of Office or Agency................................49
        SECTION 10.03 Money for Security Payments to Be Held in Trust................50
        SECTION 10.04 Statement by Officers as to Default............................51
        SECTION 10.05 Limitation on Dividends; Transactions with Affiliates;
                      Covenants as to the Trust......................................51
        SECTION 10.06 Payment of Expenses of the Trust...............................52
        SECTION 10.07 Registration Rights............................................52

        ARTICLE XI    Redemption of Securities.......................................52
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<TABLE>
        <S>                                                                         <C>
        SECTION 11.01 Optional Redemption............................................52
        SECTION 11.02 [Reserved].....................................................53
        SECTION 11.03 Tax Event Redemption...........................................53
        SECTION 11.04 Redemption at Stated Maturity..................................54
        SECTION 11.05 Selection by Trustee of Securities to Be Redeemed..............54
        SECTION 11.06 Notice of Redemption...........................................55
        SECTION 11.07 Deposit of Redemption Price....................................55
        SECTION 11.08 Securities Payable on Redemption Date..........................56
        SECTION 11.09 Securities Redeemed in Part....................................56

        ARTICLE XII   Subordination of Securities....................................56

        SECTION 12.01 Agreement to Subordinate.......................................56
        SECTION 12.02 Default on Senior Debt.........................................57
        SECTION 12.03 Liquidation; Dissolution; Bankruptcy...........................57
        SECTION 12.04 Subrogation....................................................58
        SECTION 12.05 Trustee to Effectuate Subordination............................59
        SECTION 12.06 Notice by the Company..........................................59
        SECTION 12.07 Rights of the Trustee; Holders of Senior Debt..................60
        SECTION 12.08 Subordination May Not Be Impaired..............................60

        ARTICLE XIII  Conversion of Securities.......................................61

        SECTION 13.01 Conversion Rights..............................................61
        SECTION 13.02 Conversion Procedures..........................................62
        SECTION 13.03 Conversion Price Adjustments...................................64
        SECTION 13.04 Reclassification, Consolidation, Merger or Sale of
                      Assets.........................................................68
        SECTION 13.05 Notice of Adjustments of Conversion Price......................69
        SECTION 13.06 Prior Notice of Certain Events.................................69
        SECTION 13.07 Adjustments in Case of Fundamental Changes.....................70
        SECTION 13.08 Dividend or Interest Reinvestment Plans........................73
        SECTION 13.09 Certain Additional Rights......................................73
        SECTION 13.10 Restrictions on Common Stock Issuable Upon
                      Conversion.....................................................74
        SECTION 13.11 Trustee Not Responsible for Determining Conversion
                      Price or Adjustments...........................................74

</TABLE>


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        INDENTURE, dated as of January 31, 2000, between Calpine Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company") having its principal office at 50 West San
Fernando Street, San Jose, California 95113, and The Bank of New York, a New
York banking corporation, as Trustee (herein called the "Trustee").


                                 RECITALS OF THE COMPANY

               WHEREAS, Calpine Capital Trust II, a Delaware business trust (the
"Trust"), governed by the Amended and Restated Declaration of Trust among the
Company, as sponsor, The Bank of New York, as property trustee (the "Property
Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the
"Delaware Trustee"), and Peter Cartwright, Ann B. Curtis and Thomas R. Mason, as
trustees (together with the Property Trustee and the Delaware Trustee, the
"Issuer Trustees"), and the holders from time to time of undivided beneficial
interest in the assets of the Trust, dated as of January 31, 2000 (the
"Declaration"), pursuant to the Purchase Agreement (the "Purchase Agreement")
dated January 25, 2000, among the Company, the Trust and the Initial Purchasers
named therein, will issue and sell up to 6,000,000 (or up to 7,200,000 to the
extent the option granted by the Trust is exercised in full) of its Remarketable
Term Income Deferrable Equity Securities (HIGH TIDES)_ (the "Preferred
Securities") with a liquidation preference of $50 per Preferred Security, having
an aggregate liquidation amount with respect to the assets of the Trust of up to
$300,000,000 (or up to $360,000,000 to the extent the option granted by the
Trust is exercised in full);

               WHEREAS, the trustees of the Trust, on behalf of the Trust, will
execute and deliver to the Company Common Securities evidencing an ownership
interest in the Trust, registered in the name of the Company, in an aggregate
amount equal to at least three percent of the capitalization of the Trust,
equivalent to up to 185,568 Common Securities, (or up to 222,682 to the extent
the option granted by the Trust is exercised in full) with a liquidation
preference of $50 per Common Security, having an aggregate liquidation amount
with respect to the assets of the Trust of up to $9,278,400 (or up to
$11,134,100 to the extent the option granted by the Trust is exercised in full)
(the "Common Securities");

               WHEREAS, the Trust will use the proceeds from the sale of the
Preferred Securities and the Common Securities to purchase Securities (as
defined below) from the Company in an aggregate principal amount of up to
$309,278,400 (or up to $371,134,100 to the extent the option granted by the
Trust is exercised in full);

               WHEREAS, the Company is guaranteeing the payment of distributions
on the Preferred Securities (as defined herein), and payment of the Redemption
Price (as

<PAGE>   7




defined herein) and payments on liquidation with respect to the Preferred
Securities, to the extent provided in the Guarantee (the "Guarantee") between
the Company and The Bank of New York, as Guarantee Trustee, for the benefit of
the Holders of the Trust Securities from time to time;

               WHEREAS, the Company has duly authorized the creation of an issue
of its Convertible Subordinated Debentures Due 2030 (the "Securities"), of
substantially the tenor and amount hereinafter set forth and to provide therefor
the Company has duly authorized the execution and delivery of this Indenture;

               WHEREAS, so long as the Trust is a Holder of Securities, and any
Preferred Securities are outstanding, the Declaration provides that the Holders
of Preferred Securities may cause the Conversion Agent (as defined herein) to
(i) exchange such Preferred Securities for Securities held by the Trust and (ii)
immediately convert such Securities into Common Stock (as defined herein);

               WHEREAS, the Company, the Trust, the Remarketing Agent (as
defined herein) and The Bank of New York, as Tender Agent have entered into a
Remarketing Agreement (as defined herein) dated as of the date hereof pursuant
to which such Remarketing Agent has agreed to use its best efforts to (i)
remarket all Preferred Securities tendered for remarketing (the "Remarketing")
and (ii) establish, beginning on the Reset Date (as defined herein), (a) the
rate at which distributions will accrue on the Preferred Securities, (b) the
number of shares of Common Stock, if any, into which each Preferred Security may
be converted and (c) the price, manner and time, if any, at which the Preferred
Securities may be redeemed; and

               WHEREAS, all things necessary to make the Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
Indenture a valid agreement of the Company, in accordance with their and its
terms, have been done.


               NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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



<PAGE>   8


                                    ARTICLE I

                              Definitions and Other
                        Provisions of General Application

               SECTION 1.1 Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

               (3) all accounting terms not otherwise defined herein have the
        meanings assigned to them in accordance with generally accepted
        accounting principles; and

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

               "Act", when used with respect to any Holder, has the meaning
specified in Section 1.04.

               "Additional Amounts" has the meaning specified in Section
3.01(d).

               "Additional Interest" has the meaning set forth in the
Registration Rights Agreement.

               "Additional Payments" means Compounded Interest and Additional
Amounts, if any.

               "Additional Sums" has the meaning specified in Section 3.01(d).

               "Adjusted Reference Market Price" has the meaning specified in
Section 13.07(a)(i).

               "Adjusted Relevant Price" has the meaning specified in Section
13.07(a)(i).



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<PAGE>   9

      "Administrative Action" has the meaning specified in the definition of
"Tax Event" in this Section 1.01.

      "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;
the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Agent" means any Security Registrar, co-registrar, Paying Agent or
Conversion Agent.

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

      "Applicable Conversion Price" has the meaning specified in Section 13.01.

      "Applicable Conversion Ratio" has the meaning specified in Section 13.01.

      "Applicable Rate" means the rate at which the Securities accrue interest
and the corresponding Trust Securities accrue distributions. From the date of
original issuance of the Securities to (but excluding) the Reset Date, the
Applicable Rate shall be 5.50% per annum (the "Initial Rate"). Beginning with
and after the Reset Date, the Applicable Rate shall be the Term Rate (as defined
herein). In the event of a Registration Default, the Applicable Rate shall
increase as set forth in Section 10.07 hereof.

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

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

      "Business Day" means any day other than a Saturday or a Sunday, or a day
on which banking institutions in The City of New York are authorized or required
by law or executive order to remain closed, or a day on which the corporate
trust office of the Property Trustee or the Trustee is closed for business.

      "Closing Price" has the meaning specified in Section 13.07(b).


                                       4
<PAGE>   10

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

      "Common Securities" has the meaning specified in the Second Recital to
this Indenture.

      "Common Securities Guarantee" means the Common Securities Guarantee
Agreement dated of even date herewith delivered by the Company for the benefit
of the holders of the Common Securities from time to time.

      "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company
and which is not subject to redemption by the Company. However, subject to the
provisions of Article XIII, shares issuable on conversion of Securities shall
include only shares of the class designated as the Common Stock, par value $.001
per share, of the Company at the date of this Indenture or shares of any class
or classes resulting from any reclassification or reclassifications thereof and
which have no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which are not subject to redemption by the Company; provided,
that if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable on conversion shall be substantially
in the proportion which the total number of shares of such class resulting from
all such reclassifications bears to the total number of shares of all such
classes resulting from all such reclassifications.

      "Common Stock Fundamental Change" has the meaning specified in Section
13.07(b).

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

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




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<PAGE>   11

      "Company Transaction" has the meaning specified in Section 13.04.

      "Compounded Interest" has the meaning specified in Section 3.13.

      "Conversion Agent" means the Person appointed to act on behalf of the
Holders of Preferred Securities in effecting the conversion of Preferred
Securities as and in the manner set forth in the Declaration and Section 13.02
hereof.

      "Conversion Date" has the meaning specified in Section 13.02.

      "Convertible Remarketing" means the remarketing of the Preferred
Securities in the Remarketing as securities which will be convertible into
Common Stock.

      "Corporate Trust Office" means the principal office of the Trustee in New
York, New York, at which at any particular time its corporate trust business
shall be administered and which at the date of this Indenture is 101 Barclay
Street, Floor 21 West, New York, New York 10286.

      "Declaration" has the meaning specified in the First Recital to this
Indenture.

      "Debt" means (i) the principal of and premium and interest, if any, on
indebtedness for money borrowed, (ii) purchase money and similar obligations,
(iii) obligations under capital leases, (iv) guarantees, assumptions or purchase
commitments relating to, or other transactions as a result of which the Company
is responsible for the payment of such indebtedness of others, (v) renewals,
extensions and refunding of any such indebtedness, (vi) interest or obligations
in respect of any such indebtedness accruing after the commencement of any
insolvency or bankruptcy proceedings and (vii) net payment obligations
associated with derivative products such as interest rate and currency exchange
contracts, foreign exchange contracts, commodity contracts and similar
arrangements.

      "Defaulted Interest" has the meaning specified in Section 3.08.

      "Deferral Notice" has the meaning specified in Section 3.13.

      "Deferral Period" has the meaning specified in Section 3.13.

      "Delaware Trustee" has the meaning given it in the First Recital to this
Indenture.




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<PAGE>   12

      "Depositary" means The Depository Trust Company, or any successor thereto.

      "Direct Action" has the meaning specified in Section 5.16.

      "Dissolution Tax Opinion" has the meaning specified in the definition of
"Tax Event" in this Section 1.01.

      "Entitlement Date" has the meaning specified in Section 13.07(b).

      "Event of Default" has the meaning specified in Section 5.01.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

      "ex" date has the meaning specified in Section 13.03(vii).

      "Expiration Date" has the meaning specified in Section 1.04(d).

      "Expiration Time" has the meaning specified in Section 13.03(vi).

      "Failed Final Remarketing" has the meaning specified in Section 2(d) of
the Remarketing Agreement.

      "Fundamental Change" has the meaning specified in Section 13.07(b).

      "Global Security" means a Security issued in the form prescribed in
Section 2.03, issued to the Depositary or its nominee, and registered in the
name of the Depositary or its nominee.

      "Guarantee" has the meaning specified in the Fourth Recital to this
Indenture.

      "Holder" means a Person in whose name a Security is registered in the
Security Register or a Person in whose name a Preferred Security is registered
in the List of Holders, as the case may be.

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



                                       7
<PAGE>   13

      "Initial Conversion Price" has the meaning specified in Section 13.01.

      "Initial Conversion Ratio" has the meaning specified in Section 13.01.

      "Initial Purchasers," with respect to the Preferred Securities, means
Credit Suisse First Boston Corporation and ING Barings LLC.

      "Initial Rate" has the meaning specified in the definition of "Applicable
Rate" in this Section 1.01.

      "Initial Redemption Price" has the meaning specified in Section 11.01.

      "Interest Payment Date" has the meaning specified in Section 3.01(b).

      "Investment Company Event" has the meaning specified in the Declaration.

      "Issuer Trustees" has the meaning specific in the First Recital to this
Indenture.

      "List of Holders" has the meaning specified in the Declaration.

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

      "90 Day Period" has the meaning specified in Section 11.03.

      "NNM" means the National Market System of the National Association of
Securities Dealers, Inc., or any successor national automated interdealer
quotation system.

      "Non-Stock Fundamental Change" has the meaning specified in Section
13.07(b).

      "No Recognition Opinion" means the receipt by the Property Trustee of an
opinion of a nationally recognized independent tax counsel (reasonably
acceptable to the Issuer Trustees) experienced in such matters, which opinion
may rely on published revenue rulings of the Internal Revenue Service, to the
effect that the Holders of the Preferred Securities will not recognize any
income, gain or loss for United States federal



                                       8
<PAGE>   14

income tax purposes as a result of the liquidation of the Trust and the
distribution of the Securities to the Holders of the Preferred Securities.

      "Notice of Conversion" means the notice to be given by a Holder of
Preferred Securities to the Conversion Agent directing the Conversion Agent to
exchange such Preferred Securities for Securities and to convert such Securities
into Common Stock on behalf of such Holder.

      "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under, or with respect to, any Debt (including claims for rescission).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 10.04 shall be the principal
executive, financial or accounting officer of the Company.

      "OID" means original issue discount.

      "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.

      "Optional Redemption" has the meaning specified in Section 11.01(a).

      "Optional Redemption Date" means the date which is not less than 20, nor
more than 60, days following the date on which the Optional Redemption Notice is
sent, as specified in the Optional Redemption Notice (or if such date is not a
Business Day, the next succeeding Business Day).

      "Optional Redemption Notice" has the meaning specified in Section
11.01(b).

      "Optional Redemption Price" has the meaning specified in Section 11.01(a).

      "Optional Redemption Ratio" has the meaning specified in Section
13.07(a)(i).

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



                                       9
<PAGE>   15

Indenture, except: (i) Securities theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; (ii) Securities for whose payment or
redemption 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; provided, that if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee has been made; and
(iii) Securities that have been paid pursuant to Article XI, converted into
Common Stock pursuant to Section 13.01, 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.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company.

      "Payment Resumption Date" has the meaning specified in Section 3.13(b).

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

      "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.07 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

      "Preferred Securities" has the meaning specified in the First Recital to
this Indenture.

      "Primary Treasury Dealer" has the meaning specified in the Remarketing
Agreement.

      "Property Trustee" has the meaning specified in the First Recital to this
Indenture.

      "Purchase Agreement" has the meaning specified in the First Recital to
this Indenture.




                                       10
<PAGE>   16

      "Purchased Shares" has the meaning specified in Section 13.03(vi).

      "Purchaser Stock Price" has the meaning specified in Section 13.07(b).

      "Redemption Date", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture,
including without limitation, the Optional Redemption Date with respect to an
Optional Redemption.

      "Redemption Price", when used with respect to any Security to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture,
including without limitation, the Optional Redemption Price with respect to an
Optional Redemption. "Redemption Tax Opinion" means the receipt by the Property
Trustee of an opinion of a nationally recognized independent tax counsel
(reasonably acceptable to the Issuer Trustees) experienced in such matters that,
as a result of a Tax Event, there is more than an insubstantial risk that (a)
the Trust would not be considered to be a grantor trust for United States
federal income tax purposes or (b) the Company would be precluded from deducting
the interest on the Securities for United States federal income tax purposes,
even after the Trust was liquidated and the Securities were distributed to the
Holders of the Preferred Securities.

      "Reference Date" has the meaning specified in Section 13.03(iv).

      "Reference Market Price" has the meaning specified in Section 13.07(b).

      "Reference Treasury Dealer" has the meaning specified in the Remarketing
Agreement.

      "Reference Treasury Dealer Quotations" has the meaning specified in the
Remarketing Agreement.

      "Registrable Securities" has the meaning specified in Section 10.07.

      "Registration Default" has the meaning set forth in the Registration
Rights Agreement.

      "Registration Rights Agreement" has the meaning specified in Section
10.07.

      "Regular Record Date" has the meaning specified in Section 3.01(b).




                                       11
<PAGE>   17

      "Relevant Price" has the meaning specified in Section 13.07(b).

      "Remarketing" has the meaning specified in the Seventh Recital to this
Indenture.

      "Remarketing Agent" means an investment bank, broker, dealer, or other
organization which, in the opinion of the Company and the Trust, is qualified to
remarket the Preferred Securities substantially in accordance with the terms of
the Remarketing Agreement. The initial Remarketing Agent shall be Credit Suisse
First Boston Corporation. The term "Remarketing Agent" shall also include any
successor Person appointed as such by the Company and the Trust.

      "Remarketing Agreement" means the Remarketing Agreement with the
Remarketing Agent dated the date hereof substantially in the form set forth in
Exhibit B to this Indenture and any substantially similar agreement entered into
by the Company with any successor Remarketing Agent.

      "Remarketing Notice" shall have the meaning specified in the Remarketing
Agreement.

      "Reset Date" means any date that is (i) not later than February 1, 2005
(or, if such day is not a Business Day, the next succeeding Business Day), and
(ii) not earlier than 70 business days prior to February 1, 2005, as may be
determined by the Remarketing Agent, in its sole discretion, for settlement of a
successful remarketing.

      "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 treasurer, any assistant treasurer, 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 having 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 Preferred Securities" means each Preferred Security required
to bear the restricted securities legend required by Section 9.02(h) of the
Declaration.

      "Restricted Securities" means each Security required to bear a Restricted
Securities Legend pursuant to Section 2.02 hereof.



                                       12
<PAGE>   18

      "Restricted Securities Legend" has the meaning specified in Section 2.02.

      "Securities" has the meaning specified in the Fifth Recital to this
Indenture.

      "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

      "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.06(a).

      "Senior Debt" means (i) all indebtedness of the Company evidenced by
securities, debentures, bonds or other similar instruments issued by the
Company, (ii) all obligations to make net payment pursuant to the terms of
financial instruments, such as (a) securities contracts and foreign currency
exchange contracts, (b) derivative instruments, such as swap agreements
(including interest rate and foreign exchange rate swap agreements), cap
agreements, floor agreements, collar agreements, interest rate agreements,
foreign exchange agreements, options, commodity futures contracts and commodity
options contracts, and (c) similar financial instruments; except, in the case of
(i) above, such indebtedness and obligations that are expressly stated to rank
junior in right of payment to, or pari passu in right of payment with, the
Securities, (iii) and indebtedness or obligations of others of the kind
described in (i) and (ii) above for the payment of which the Company is
responsible or liable as guarantor or otherwise and (iv) deferrals, renewals or
extensions of any such Senior Debt; provided, however, that Senior Debt shall
not be deemed to include (a) any Debt of the Company which, when incurred and
without respect to any election under Section 1111(b) of the United States
Bankruptcy Code of 1978, as amended, or any succession statute thereto, was
without recourse to the Company, (b) trade accounts payable and accrued
liabilities arising in the ordinary course of business, which will not
constitute Debt for purposes of the Preferred Securities (c) any Debt of the
Company to any of its subsidiaries, except to the extent incurred for the
benefit of third parties, (d) Debt to any employee of the Company and (e) Debt
that expressly provides that it is not senior in right of payment to the
Securities.

      "Shelf Registration Statement" has the meaning specified in the
Registration Rights Agreement.

      "Significant Subsidiary" of any Person means a Subsidiary of such Person
meeting the requirements set forth in Rule 1-02(w) of Regulation S-X of the
Securities Act.

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.08.



                                       13
<PAGE>   19

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

      "Subsidiary" of any Person means (i) a corporation more than 50% of the
outstanding Voting Stock of which is owned, directly or indirectly, by such
Person or by one or more other Subsidiaries of such Person or by such Person and
one or more Subsidiaries thereof or (ii) any other Person (other than a
corporation) in which such Person, or one or more other Subsidiaries of such
Person or such Person and one or more other Subsidiaries thereof, directly or
indirectly, has at least a majority ownership and power to direct the policies,
management and affairs thereof.

      "Tax Event" means the receipt by the Property Trustee of an opinion of a
nationally recognized independent tax counsel to the Company (reasonably
acceptable to the Issuer Trustees) experienced in such matters (a "Dissolution
Tax Opinion") to the effect that, as a result of (a) any amendment to or change
(including any announced prospective change (which shall not include a proposed
change), provided that a Tax Event shall not occur more than 90 days before the
effective date of any such prospective change) in the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, (b) any judicial decision or official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations (an "Administrative Action") or (c) any amendment to
or change in the administrative position or interpretation of any Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case, by any legislative body, court, governmental agency or
regulatory body, irrespective of the manner in which such amendment or change is
made known, which amendment or change is effective or such Administrative Action
or decision is announced, in each case, on or after the date of the date of
original issuance of the Securities or the issue date of the Preferred
Securities issued by the Trust, there is more than an insubstantial risk that
(x) if the Securities are held by the Property Trustee, (i) the Trust is, or
will be within 90 days of the date of such opinion, subject to United States
federal income tax with respect to interest accrued or received on the
Securities or subject to more than a de minimis amount of other taxes, duties or
other governmental charges as determined by such counsel, or (ii) any portion of
interest payable by the Company to the Trust (or OID accruing) on the Securities
is not, or within 90 days of the date of such opinion will not be, deductible by
the Company in whole or in part for United States federal income tax purposes or
(y) with respect to Securities which are no longer held by the Property Trustee,
any portion of interest payable by the Company (or OID accruing) on the
Securities is not, or within 90 days of



                                       14
<PAGE>   20

the date of such opinion will not be, deductible by the Company in whole or in
part for United States federal income tax purposes.

      "Tender Notification Date" means a Business Day no earlier than 10
Business Days following the date of the Remarketing Notice, or such shorter
period as agreed to by the Remarketing Agent.

      "Term Call Protections" means the price, manner and time, if any, at which
the Securities may be redeemed at the option of the Company after the Reset
Date. The Term Call Protections, if any, will be established in connection with
the Remarketing.

      "Term Provisions" shall have the meaning specified in the Remarketing
Agreement.

      "Term Rate" means the rate established by the Remarketing Agent in
connection with the Remarketing at which distributions shall accrue on the
Securities from and after the Reset Date.

      "Term Redemption Price" has the meaning specified in Section 11.01(a).

      "Trading Day" has the meaning specified in Section 13.07(b).

      "Trust" has the meaning specified in the First Recital to this Indenture.

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

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

      "Trust Securities" means Common Securities and Preferred Securities.

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



                                       15
<PAGE>   21

               "Voting Stock" of any Person means capital stock of such Person
which ordinarily has voting power for the election of directors (or Persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

               SECTION 1.2 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 such
certificates and opinions as may be required under the Trust Indenture Act or
reasonably requested by the Trustee in connection with such application or
request. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
applicable requirements of the Trust Indenture Act and any other applicable
requirement set forth in this Indenture.

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

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

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

               (3) a statement that, in the opinion of each such individual, he
        has made or caused to be 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 condition or covenant has been complied with.

               SECTION 1.3 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.



                                       16
<PAGE>   22

               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.

               SECTION 1.4 Acts of Holders; Record Dates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given to or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Holders in person or by an agent duly appointed in writing; and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments is or are delivered to the Trustee and, where it
is hereby expressly required, to the 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 (subject to
Section 6.01) 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 or the Company, as the case may be, deems
sufficient.

               (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand,



                                       17
<PAGE>   23

authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders. If not set
by the Company prior to the first solicitation of a Holder made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 7.01) prior to such first solicitation or vote, as the case
may be. With regard to any record date, only the Holders on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

               (d) The Trustee may set any day as a record date for the purpose
of determining the Holders of Outstanding Securities entitled to join in the
giving or making of (i) any notice of default, (ii) any declaration of
acceleration referred to in Section 5.02, (iii) any request to institute
proceedings referred to in Section 5.07(2) or (iv) any direction referred to in
Section 5.12. If any record date is set pursuant to this paragraph, the Holders
of Outstanding Securities on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the date set by
the Trustee by which any such determination shall be made (the "Expiration
Date") by Holders of the requisite principal amount of Outstanding Securities on
such record date. Nothing in this paragraph shall be construed to prevent the
Trustee from setting a new record date for any action for which a record date
has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be canceled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities of the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities in the manner set forth in Section 1.06.

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

               (f) Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security 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.

                (g) Without limiting the foregoing, a Holder entitled hereunder
to give or take any such action with regard to any particular Security may do so
with regard to all or



                                       18
<PAGE>   24

any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any different part of such principal amount.

               SECTION 1.5 Notices, Etc., to Trustee and the 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, Attention: Corporate
      Trust Administration, or

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

               SECTION 1.6 Notice to Holders; Waiver. Where this Indenture
provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at such
Holder's address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any),
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. Any notice when mailed to a Holder in the
aforesaid manner shall be conclusively deemed to have been received by such
Holder whether or not actually received by such Holder. 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.

               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 by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.




                                       19
<PAGE>   25

               SECTION 1.7 Conflict with Trust Indenture Act. This Indenture is,
or will be upon qualification under the Trust Indenture Act, subject to the
provisions of the Trust Indenture Act and if any provision hereof limits,
qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter
provision shall control. Until such time as this Indenture is qualified under
the Trust Indenture Act, the parties hereto have agreed that the provisions of
Sections 310-317, inclusive, of the Trust Indenture Act shall be incorporated
herein by reference, subject to the provisions of this Indenture. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

               SECTION 1.8 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

               SECTION 1.9 Successors and Assigns. All covenants and agreements
in this Indenture by the Company shall bind its successors and assigns, whether
so expressed or not.

               SECTION 1.10 Separability Clause. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

               SECTION 1.11 Benefits of Indenture. Nothing in this Indenture or
in the Securities, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, the holders of Senior Debt, the
Holders of Preferred Securities (to the extent provided herein) and the Holders
of Securities, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

               SECTION 1.12 Governing Law. THIS INDENTURE AND THE SECURITIES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

               SECTION 1.13 Legal Holidays. In any case where any Redemption
Date or Stated Maturity of any Security or the last date on which a Holder has
the right to convert his Securities shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Securities)
payment of interest (and Additional Payments, if any) or principal or conversion
of the Securities need not be made on such date, but may be made on the next
succeeding Business Day (except that, if such Business



                                       20
<PAGE>   26

Day is in the next succeeding calendar year, such Redemption Date or Stated
Maturity, as the case may be, shall be the immediately preceding Business Day)
with the same force and effect as if made on the Redemption Date or at the
Stated Maturity or on such last day for conversion, provided that no interest
shall accrue for the period from and after such Redemption Date or Stated
Maturity, as the case may be.


                                   ARTICLE II

                                 Security Forms

               SECTION 1.14 Forms Generally. The Securities and the Trustee's
certificates of authentication shall be substantially in the form of Exhibit A
which is hereby incorporated in and expressly made a part of this Indenture. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule, agreements to which the Company is subject, if any, or usage
(provided that any such notation, legend or endorsement is in a form acceptable
to the Company). The Company shall furnish any such legend not contained in
Exhibit A to the Trustee in writing. Each Security shall be dated the date of
its authentication. The terms and provisions of the Securities set forth in
Exhibit A are part of the terms of this Indenture and to the extent applicable,
the Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

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

               SECTION 1.15 Initial Issuance to Property Trustee. The Securities
initially issued to the Property Trustee of the Trust shall be in the form of
one or more individual certificates in definitive, fully registered form without
coupons and shall bear the following legend (the "Restricted Securities Legend")
unless the Company determines otherwise in accordance with applicable law:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS SECURITY AND ANY COMMON STOCK OF THE COMPANY
ISSUABLE UPON CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS



                                       21
<PAGE>   27

SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

               THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER
AND THE COMPANY THAT (A) THIS SECURITY AND ANY COMMON STOCK OF THE COMPANY
ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED, ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (i)THROUGH (iii) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT
OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

               SECTION 1.16 Additional Provisions Required in Global Security.
Any Global Security issued hereunder shall, in addition to the provisions
contained in section 2.02, bear a legend in substantially the following form:

        "THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
        HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY
        TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
        SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
        PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
        CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
        SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY
        BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

        UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
        DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO CALPINE
        CORPORATION OR ITS AGENT FOR


                                       22
<PAGE>   28

        REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED
        IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
        BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY
        PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
        HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE
        REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

               SECTION 1.17 Issuance of Global Securities to Holders. The
Securities will be represented by one or more Global Securities registered in
the name of the Depositary or its nominee if, and only if, the Securities are
distributed to the holders of the Trust Securities. Until such time, the
Securities shall be registered in the name of and held by the Property Trustee.
Securities distributed to holders of book-entry Trust Securities shall be
distributed in the form of one or more Global Securities registered in the name
of the Depositary or its nominee, and deposited with the Security Registrar, as
custodian for such Depositary, or held by such Depositary for credit by the
Depositary to the respective accounts of the beneficial owners of the Securities
represented thereby (or such other accounts as they may direct). Securities
distributed to holders of Trust Securities other than book-entry Trust
Securities shall not be issued in the form of a Global Security or any other
form intended to facilitate book-entry trading in beneficial interests in such
Securities.


                                   ARTICLE III

                                 The Securities

               SECTION 1.18 Title and Terms. (a) The aggregate principal amount
of Securities that may be authenticated and delivered under this Indenture is
limited to the sum of (a) $371,134,100 plus (b) such aggregate principal amount
(which may not exceed $61,855,700 aggregate principal amount of Securities, if
any, as shall be purchased by the Trust pursuant to an option granted by the
Trust in accordance with the terms and provisions of the Purchase Agreement,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section
3.04, 3.05, 3.06, 3.07, 9.06, 11.09 or 13.01.

                (b) The Securities shall be known and designated as the
"Convertible Subordinated Debentures Due 2030" of the Company. Their Stated
Maturity shall be February 1, 2030, and they shall bear interest at the
Applicable Rate, from January 31, 2030, or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for, as
the case may be, payable quarterly (subject to



                                       23
<PAGE>   29

deferral as set forth herein), in arrears, on February 1, May 1, August 1 and
November 1 (each an "Interest Payment Date") of each year, commencing May 1,
2000 until the principal thereof is paid or made available for payment, and they
shall be paid to the Person in whose name the Security is registered at the
close of business on the regular record date for such interest installment,
which shall be the close of business on the fifteenth day of each January,
April, July and October next preceding the applicable Interest Payment Date (the
"Regular Record Date"). If the Reset Date is prior to the Regular Record Date
for the immediately following Interest Payment Date, then interest and
Additional Amounts, if any, accrued from and after the Reset Date to but
excluding the immediately following Interest Payment Date shall be paid on such
Interest Payment Date to the person in whose name each Security is registered on
the relevant Regular Record Date, subject to the right of the Company to
initiate a Deferral Period. If the Reset Date is on or after the Regular Record
Date for the immediately following Interest Payment Date, then (1) interest and
Additional Amounts, if any, accrued from and after the Regular Record Date to
but excluding the Reset Date shall be paid on the immediately following Interest
Payment Date to the person in whose name each Security is registered on the
relevant Regular Record Date and (2) interest and Additional Amounts, if any,
accrued from and after the Reset Date to but excluding the immediately following
Interest Payment Date shall be paid on the second Interest Payment Date
immediately following the Reset Date to the person in whose name each Security
is registered on the relevant Regular Record Date for such second Interest
Payment Date, subject in each case to the right of the Company to initiate a
Deferral Period. Interest will compound quarterly and will accrue at the
Applicable Rate on any interest installment in arrears for more than one quarter
or during an extension of an interest payment period as set forth in Section
3.13 hereof.

               (c) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full quarterly period for which interest is computed, will
be computed on the basis of the actual number of days elapsed in such a 30-day
month. In the event that any date on which interest is payable on the Securities
is not a Business Day, then payment of interest payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), 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.

                (d) If at any time (including upon the occurrence of a Tax
Event) while the Property Trustee is the Holder of all the Securities, the Trust
or the Property Trustee is required to pay any taxes, duties, assessments or
governmental charges of whatever nature ("Additional Sums") (other than
withholding taxes) imposed by the United States, or any other taxing authority,
then, in any case, subject to the provisions of Section 11.03 hereof,



                                       24
<PAGE>   30

the Company will pay as additional amounts on the Securities held by the
Property Trustee, such additional amounts ("Additional Amounts") as shall be
required so that the net amounts received and retained by the Trust and the
Property Trustee after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts the Trust and the Property
Trustee would have received had no such taxes, duties, assessments or other
governmental charges been imposed.

               (e) The principal of and interest (and Additional Payments, if
any) on the Securities shall be payable at the office or agency of the Company
in New York, New York maintained for such purpose and at any other office or
agency maintained by the Company for such purpose 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; provided, however, that at any time that
the Property Trustee is not the sole holder of the Securities, payment of
interest may, at the option of the Company, be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or by wire transfer.

               (f) The Securities shall be redeemable as provided in Article XI
hereof.

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

               (h) The Securities shall be convertible as provided in Article
XIII hereof.

               (i) The Securities shall rank pari passu with the Company's
Convertible Subordinated Debentures due 2029.

               SECTION 1.19 Denominations. The Securities shall be issuable only
in registered form without coupons and only in denominations of $50 and integral
multiples thereof.

               SECTION 1.20 Execution, Authentication, Delivery and Dating. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents. 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.




                                       25
<PAGE>   31

               At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities 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 such Company Order shall authenticate and make available for delivery such
Securities as in this Indenture provided and not otherwise.

               The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the Trustee, begin advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

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

               SECTION 1.21 Temporary Securities. Pending the preparation of
definitive Securities complying with the requirements of Section 2.01, if
necessary, the Company may execute, and upon Company Order the Trustee shall
authenticate and make available for delivery, temporary Securities which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.

               If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
10.02, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and make available for delivery in exchange therefor a like
principal amount of definitive Securities of authorized denominations. Until so
exchanged the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities.

               SECTION 1.22  Global Securities. (a)  Each Global Security
issued under this Indenture shall be registered in the name of the Depositary
designated by the



                                       26
<PAGE>   32

Company for such Global Security or a nominee thereof and delivered to such
Depositary or a nominee thereof or custodian therefor, and each such Global
Security shall constitute a single Security for all purposes of this Indenture.

               (b) Notwithstanding any other provision in this Indenture, no
Global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a Global Security in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Security or a
nominee thereof unless (i) such Depositary advises the Trustee in writing that
such Depositary is no longer willing or able to continue as a Depositary with
respect to such Global Security, and no successor depositary shall have been
appointed, or if at any time the Depositary ceases to be a "clearing agency"
registered under the Exchange Act, at a time when the Depositary is required to
be so registered to act as such depositary, (ii) the Company in its sole
discretion determines that such Global Security shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of Default.

               (c) If any Global Security is to be exchanged for other
Securities or canceled in whole, it shall be surrendered by or on behalf of the
Depositary or its nominee to the Security Registrar for exchange or cancellation
as provided in this Article III. If any Global Security is to be exchanged for
other Securities or canceled in part, or if another Security is to be exchanged
in whole or in part for a beneficial interest in any Global Security, then
either (i) such Global Security shall be so surrendered for exchange or
cancellation as provided in this Article III or (ii) the principal amount
thereof shall be reduced or increased by an amount equal to the portion thereof
to be so exchanged or canceled, or equal to the principal amount of such other
Security to be so exchanged for a beneficial interest therein, as the case may
be, by means of an appropriate adjustment made on the records of the Security
Registrar, whereupon the Trustee shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such
surrender or adjustment of a Global Security by the Depositary, accompanied by
registration instructions and, to the extent required by Section 3.06, a
certificate bearing the Restricted Securities Legend, the Trustee shall, subject
to Section 3.05(b) and as otherwise provided in this Article III, authenticate
and make available for delivery any Securities issuable in exchange for such
Global Security (or any portion thereof) in accordance with the instructions of
the Depositary. The Trustee shall not be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.

                (d) The Depositary or its nominee, as registered owner of a
Global Security, shall be the Holder of such Global Security for all purposes
under this Indenture and the Securities, and owners of beneficial interests in a
Global Security shall hold such interest pursuant to the rules and procedures of
the Depositary. Accordingly, any such owner's beneficial interests in a Global
Security shall be shown only on, and the transfer



                                       27
<PAGE>   33

of such interest shall be effected only through, records maintained by the
Depositary or its nominee or its Agent Members. Neither the Trustee nor the
Security Registrar shall have any liability in respect of any transfers effected
by the Depositary.

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

               SECTION 1.23 Registration, Transfer and Exchange Generally;
Certain Transfers and Exchanges. (a) The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the register maintained in
such office and in any other office or agency designated pursuant to Section
10.02 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.

               Upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 10.02 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

               At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by this
Indenture, upon surrender of the Securities to be exchanged at such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, 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 debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

               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



                                       28
<PAGE>   34

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 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 3.04, 3.05, 9.06, 11.09 or 13.01 not
involving any transfer.

               Neither the Company nor the Trustee shall be required (i) in the
case of a partial redemption of the Securities, to issue, register the transfer
of or exchange any Security during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of Securities
selected for redemption under Section 11.05 and ending at the close of business
on the day of such mailing or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.




                                       29
<PAGE>   35

               (b) Transfer and Exchange Procedures and Restrictions. The
Securities may not be transferred except in compliance with the Restricted
Securities Legend unless otherwise determined by the Company in accordance with
applicable law. Upon any distribution of the Securities to the holders of the
Trust Securities in accordance with the Declaration, the Company and the Trustee
shall enter into a supplemental indenture pursuant to Section 9.01(6) to provide
for transfer procedures and restrictions with respect to the Securities
substantially similar to those contained in the Declaration to the extent
applicable in the circumstances existing at the time of such distribution.
Notwithstanding any other provision of the Indenture, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 3.06(b) shall be made only in accordance with this Section
3.06(b).

               (1) Non-Global Security to Global Security. If the Holder of a
        Security (other than a Global Security) wishes at any time to transfer
        all or any portion of such Security to a Person who wishes to take
        delivery thereof in the form of a beneficial interest in a Global
        Security, such transfer may be effected only in accordance with the
        provisions of this clause (b)(1) and subject to the rules and procedures
        of the Depositary. Upon receipt by the Security Registrar of (A) such
        Security as provided in Section 3.06(a) and instructions satisfactory to
        the Security Registrar directing that a beneficial interest in the
        Global Security in a specified principal amount not greater than the
        principal amount of such Security be credited to a specified Agent
        Member's account and (B) a Securities Certificate duly executed by such
        Holder or such Holder's attorney duly authorized in writing, then the
        Security Registrar shall cancel such Security (and issue a new Security
        in respect of the untransferred portion thereof) as provided in Section
        3.06(a) and increase the aggregate principal amount of the Global
        Security by the specified principal amount as provided in Section
        3.05(c).

               (2) Non-Global Security to Non-Global Security. A Security that
        is not a Global Security may be transferred, in whole or in part, to a
        Person who takes delivery in the form of another Security that is not a
        Global Security as provided in Section 3.06(a) provided, that if such
        Security to be transferred in whole or in part is a Restricted Security,
        the Security Registrar shall have received the assignment form attached
        to the Security duly executed by the transferor Holder or such Holder's
        attorney duly authorized in writing.

               (3) Exchanges Between Global Security and Non-Global Security. A
        beneficial interest in a Global Security may be exchanged for a Security
        that is not a Global Security as provided in Section 3.05.

               (c)  Restricted Securities Legend.  (1)  Except as set forth
below, all Securities shall bear the Restricted Securities Legend set forth in
Section 2.02.



                                       30
<PAGE>   36

               (2) Subject to the following clauses of this Section 3.06(c), a
        Security (other than a Global Security) that does not bear a Restricted
        Securities Legend may be issued in exchange for or in lieu of a
        Restricted Security or any portion thereof that bears such legend if, in
        the Company's judgment, placing such a legend upon such new Security is
        not necessary to ensure compliance with the registration requirements of
        the Securities Act, and the Trustee, at the written direction of the
        Company in the form of an Officers' Certificate, shall countersign and
        deliver such a new Security.

               (3) Notwithstanding the foregoing provisions of this Section
        3.06(c), a successor Security of a Security that does not bear a
        Restricted Securities Legend shall not bear such form of legend unless
        the Company has reasonable cause to believe that such successor Security
        is a "restricted security" within the meaning of Rule 144 under the
        Securities Act, in which case the Trustee, at the written direction of
        the Company in the form of an Officers' Certificate, shall countersign
        and deliver a new Security bearing a Restricted Securities Legend in
        exchange for such successor Security.

               (4) Upon any sale or transfer of a Restricted Security (including
        any Restricted Security represented by a Global Security) pursuant to an
        effective registration statement under the Securities Act or pursuant to
        Rule 144 under the Securities Act after such registration ceases to be
        effective: (A) in the case of any Restricted Security that is a
        definitive Security, the Security Registrar shall permit the Holder
        thereof to exchange such Restricted Security for a definitive Security
        that does not bear the Restricted Securities Legend and rescind any
        restriction on the transfer of such Restricted Security; and (B) in the
        case of any Restricted Security that is represented by a Global
        Security, the Security Registrar shall permit the Holder of such Global
        Security to exchange such Global Security for another Global Security
        that does not bear the Restricted Securities Legend.

               (5) If Restricted Securities are being presented or surrendered
        for transfer or exchange then there shall be (if so required by the
        Trustee), (A) if such Restricted Securities are being delivered to the
        Security Registrar by a Holder for registration in the name of such
        Holder, without transfer, a certification from such Holder to that
        effect; or (B) if such Restricted Securities are being transferred, a
        certification from the transferor in as to the compliance with the
        restrictions set forth in the Restricted Securities Legend.

               SECTION 1.24 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 make available for delivery in exchange
therefor a new



                                       31
<PAGE>   37

Security of like tenor and principal amount and bearing a number not
contemporaneously outstanding.

               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 the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

               Every new Security 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 mutilated, destroyed, lost or stolen Securities.

               SECTION 1.25 Payment of Interest; Interest Rights Preserved.
Subject to Section 3.01(b), interest (and Additional Payments, if any) on any
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date.




                                       32
<PAGE>   38

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

               (1) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Securities (or their
        respective Predecessor Securities) are registered at the close of
        business on a Special Record Date (as defined below) for the payment of
        such Defaulted Interest, which shall be fixed in the following manner.
        The Company shall notify the Trustee in writing of the amount of
        Defaulted Interest proposed to be paid on each Security and the date of
        the proposed payment, and at the same time the Company shall deposit
        with the Trustee an amount of money equal to the aggregate amount
        proposed to be paid in respect of such Defaulted Interest or shall make
        arrangements satisfactory to the Trustee for such deposit prior to the
        date of the proposed payment, such money when deposited to be held in
        trust for the benefit of the Persons entitled to such Defaulted Interest
        as in this clause provided. Thereupon the Trustee shall fix a special
        record date (the "Special Record Date") for the payment of such
        Defaulted Interest which shall be not more than 15 days and not less
        than 10 days prior to the date of the proposed payment and not less than
        10 days after the receipt by the Trustee of the notice of the proposed
        payment. The Trustee shall promptly notify the Company of such Special
        Record Date and, in the name and at the expense of the Company, shall
        cause notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor to be mailed, first-class postage prepaid,
        to each Holder at his address as it appears in the Security Register,
        not less than 10 days prior to such Special Record Date. Notice of the
        proposed payment of such Defaulted Interest and the Special Record Date
        therefor having been so mailed, such Defaulted Interest shall be paid to
        the Persons in whose names the Securities (or their respective
        Predecessor Securities) are registered at the close of business on such
        Special Record Date and shall no longer be payable pursuant to the
        following clause (2).

               (2) The Company may make payment of any Defaulted Interest in any
        other lawful manner not inconsistent with the requirements of any
        securities exchange on which the Securities may be listed, and, if so
        listed, upon such notice as may be required by such exchange (or by the
        Trustee if the Securities are not listed), if, after notice given by the
        Company to the Trustee of the proposed payment pursuant to this clause,
        such manner of payment shall be deemed practicable by the Trustee;
        provided that any such payment shall be made in coin or currency of the
        United States of America which at the time of payment is a legal tender
        for payment of public and private debt.



                                       33
<PAGE>   39

               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 interest
accrued and unpaid, and to accrue (including in each such case Additional
Payments), which were carried by such other Security.

               In the case of any Security which is converted after any Regular
Record Date and on or prior to the next succeeding Interest Payment Date (other
than any Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such conversion, and such interest
(and Additional Payments, if any) (whether or not punctually paid or duly
provided for) shall be paid to the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on such
Regular Record Date. Except as otherwise expressly provided in the immediately
preceding sentence, interest whose Stated Maturity is after the date of
conversion of such Security shall not be payable, and the Company shall not make
nor be required to make any other payment, adjustment or allowance with respect
to accrued but unpaid interest (and Additional Payments, if any) on the
Securities being converted, which shall be deemed to be paid in full.

               SECTION 1.26 Persons Deemed Owners. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and (subject to Section 3.08) interest (and
Additional Payments, if any) on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. No holder of any beneficial interest in any Global
Security held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Security, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company or the
Trustee from giving effect to any written certification, proxy, or other
authorization furnished by a Depositary or impair, as between the Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.

               SECTION 1.27 Cancellation. All Securities surrendered for
payment, redemption, registration of transfer or exchange or conversion 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



                                       34
<PAGE>   40

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 held by the Trustee shall be disposed of as directed by a Company
Order; provided, however, that the Trustee shall not be required to destroy the
certificates representing such canceled Securities.

               SECTION 1.28 Right of Set Off. Notwithstanding anything to the
contrary in this Indenture, the Company shall have the right to set off any
payment it is otherwise required to make hereunder to the extent the Company has
theretofore made, or is concurrently on the date of such payment making, a
payment under the Guarantee.

               SECTION 1.29 CUSIP Numbers. The Company in issuing the Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided, that any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

               SECTION 1.30 Extension of Interest Payment Period; Notice of
Extension. (a) So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time during the term of this Security,
from time to time to defer payments of interest by extending for successive
periods not exceeding 20 consecutive quarters for each such period (a "Deferral
Period"); provided that no Deferral Period may extend beyond (i) the maturity
(whether at February 1, 2030 or by declaration of acceleration, call for
redemption or otherwise) or (ii) in the case of a Deferral Period that begins
prior to the Reset Date, the Reset Date. To the extent permitted by applicable
law, interest, the payment of which has been deferred because of the extension
of the interest payment period pursuant to this Section 3.13, will bear interest
thereon at the Applicable Rate compounded quarterly for each quarter of the
Deferral Period ("Compounded Interest"). On the applicable Payment Resumption
Date, the Company shall pay all interest then accrued and unpaid on the
Securities, including any Compounded Interest that shall be payable, to the
Holders of the Securities in whose names the Securities are registered in the
Security Register on the Regular Record Date relating to such Payment Resumption
Date. A Deferral Period shall terminate upon the payment by the Company of all
interest then accrued and unpaid on the Securities (together with Additional
Payments), to the extent permitted by applicable law. Before the termination of
any Deferral Period, the Company may further extend such period as provided in
paragraph (b) of this Section 3.13, provided that such period together with all
such further



                                       35
<PAGE>   41

extensions thereof shall not exceed 20 consecutive quarters or extend beyond (i)
the maturity (whether at February 1, 2030 or by declaration of acceleration,
call for redemption or otherwise) or (ii) in the case of a Deferral Period that
begins prior to the Reset Date, the Reset Date. Upon the termination of any
Deferral Period, and subject to the foregoing requirements, the Company may
elect to begin a new Deferral Period. No interest shall be due and payable
during a Deferral Period except on the Payment Resumption Date as determined
pursuant to paragraph (b) of this Section 3.13. There is no limitation on the
number of times that the Company may elect to begin a Deferral Period.

               (b) The Company shall give the Holder of the Security and the
Trustee written notice (a "Deferral Notice") of its selection of a Deferral
Period at least ten days prior to the record date for any distributions that
would have been payable on the Trust Securities except for the decision to begin
or extend a Deferral Period. On or prior to the Regular Record Date immediately
preceding the Interest Payment Date on which the Company elects to pay all
interest then accrued and unpaid on the Securities, including Compounded
Interest (the "Payment Resumption Date"), the Company shall give the Holder of
the Security and the Trustee written notice that the Deferral Period will end on
such Payment Resumption Date. Notwithstanding the provision of such notice, the
Company may elect to further extend the Deferral Period, subject to the
limitations set forth in Section 3.13(a), by providing the Holder of the
Security and the Trustee with a new Deferral Notice not less than three Business
Days prior to the Regular Record Date immediately preceding the previously
scheduled Payment Resumption Date. The Company may elect to pay all interest
then accrued and unpaid on the Securities, including Compounded Interest, on an
Interest Payment Date prior to its most recently established Payment Resumption
Date; provided that the Company gives the Holder of the Security and the Trustee
a new Deferral Notice setting forth the revised Payment Resumption Date at least
three Business Days prior to the Regular Record Date for such revised Payment
Resumption Date.

               (c) The quarter in which any Deferral Notice is given pursuant to
paragraph (b) hereof shall be counted as one of the 20 quarters permitted in the
maximum Deferral Period permitted under paragraph (a) hereof.

               SECTION 1.31 Paying Agent, Security Registrar and Conversion
Agent. The Trustee will initially act as Paying Agent, Security Registrar and
Conversion Agent. The Company may change any Paying Agent, Security Registrar,
co-registrar or Conversion Agent without prior notice. The Company or any of its
Affiliates may act in any such capacity.


                                       ARTICLE IV



                                       36
<PAGE>   42

                               Satisfaction and Discharge

               SECTION 1.32 Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect (except as to any surviving rights
of conversion, registration of transfer or exchange of Securities herein
expressly provided for), and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

               (1) either

                      (A) all Securities theretofore authenticated and delivered
               (other than (i) Securities which have been destroyed, lost or
               stolen and which have been replaced or paid as provided in
               Section 3.06 and (ii) Securities for whose payment money has
               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 10.03) have
               been delivered to the Trustee for cancellation; or

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

                             (i) have become due and payable, or

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

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

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

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




                                       37
<PAGE>   43

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive.

               SECTION 1.33 Application of Trust Money. Subject to the
provisions of the last paragraph of Section 10.03, all money deposited with the
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal and interest (and Additional Payments, if
any) for whose payment such money has been deposited with the Trustee. All
moneys deposited with the Trustee pursuant to Section 4.01 (and held by it or
any Paying Agent) for the payment of Securities subsequently converted shall be
returned to the Company upon Company Request.


                                    ARTICLE V

                                    Remedies

               SECTION 1.34 Events of Default. "Event of Default," wherever used
herein, means any one of the following events that has occurred and is
continuing (whatever the reason for such Event of Default and whether it shall
be occasioned by the provisions of Article XI or Article XII or be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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



                                       38
<PAGE>   44

               (3) default in the observation or performance in any material
        respect of any covenant of the Company in this Indenture (other than a
        covenant a default in the performance of which or the breach of which is
        elsewhere in this Section specifically dealt with), and continuance of
        such default for a period of 90 days after there has been given, by
        registered or certified mail, to the Company by the Trustee or to the
        Company and the Trustee by the Holders of at least 25% in aggregate
        outstanding principal amount of the Securities a written notice
        specifying such default and requiring it to be remedied; or

               (4) failure by the Company to issue and deliver Common Stock
       upon an election to convert the Securities into Common Stock; or

               (5) the entry or a decree or order by a court having jurisdiction
        in the premises adjudging the Company or any of its Significant
        Subsidiaries as bankrupt or insolvent, or approving as properly filed a
        petition seeking reorganization, arrangement, adjustment or composition
        of or in respect of the Company or any of its Significant Subsidiaries,
        as the case may be, under any applicable federal or state bankruptcy,
        insolvency, reorganization or other similar law, or appointing a
        receiver, liquidator, assignee, trustee, sequestrator (or other similar
        official) of the Company or any of its Significant Subsidiaries or of
        any substantial part of their property or ordering the winding up or
        liquidation of their affairs, and the continuance of any such decree or
        order unstayed and in effect for a period of 60 consecutive days; or

               (6) the institution by the Company or any of its Significant
        Subsidiaries of proceedings to be adjudicated a bankrupt or insolvent,
        or the consent by the Company or such Significant Subsidiary to the
        institution of bankruptcy or insolvency proceedings against the Company
        or such Significant Subsidiary, or the filing by the Company or such
        Significant Subsidiary of a petition or answer or consent seeking
        reorganization or relief under any applicable federal or state
        bankruptcy, insolvency, reorganization or other similar law, or the
        consent by the Company or such Significant Subsidiary to the filing of
        any such petition or to the appointment of a receiver, liquidator,
        assignee, trustee, sequestrator (or other similar official) of the
        Company or such Significant Subsidiary or of any substantial part of any
        their respective property, or the making by any of them of an assignment
        for the benefit of creditors, or the admission by any of them in writing
        of its inability to pay its debts generally as they become due and its
        willingness to be adjudicated a bankrupt, or the taking of corporate
        action by the Company or any of its Significant Subsidiaries in
        furtherance of any such action; or

               (7) the voluntary or involuntary dissolution, winding up or
        termination of the Trust, except in connection with (i) the distribution
        of Securities to Holders of



                                       39
<PAGE>   45

        Preferred Securities in liquidation or redemption of their
        interests in the Trust, (ii) the redemption of all of the outstanding
        Preferred Securities of the Trust or (iii) certain mergers,
        consolidations or amalgamations, each as permitted by the Declaration.

               SECTION 1.35 Acceleration of Maturity; Rescission and Annulment.
If an Event of Default occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal of all the Outstanding
Securities and any other amounts payable hereunder (including any Additional
Payments) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders); provided that, if the Property
Trustee is the sole Holder of the Securities and if upon an Event of Default,
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities fail to declare the principal of all the Securities to be
immediately due and payable, the Holders of at least 25% in aggregate
liquidation amount of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee, and upon any such
declaration such principal and all accrued interest (and Additional Payments, if
any) shall become immediately due and payable. The Holders of a majority in
aggregate principal amount of the Outstanding Securities of a series may annul
such declaration and waive the default by written notice to the Property
Trustee, the Company and the Trustee if the default (other than the nonpayment
of the principal of these Securities which has become due solely by such
acceleration) has been cured and a sum sufficient to pay all matured
installments of interest (and Additional Payments, if any) and principal due
otherwise than by acceleration has been deposited with the Trustee. Should the
Holders of the Securities of such a series fail to annul such declaration and
waive such default, the Holders of a majority in aggregate liquidation amount of
the Preferred Securities shall have such right. Upon the effectiveness of any
such declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Payments) on all the Securities of such
series shall then become immediately due and payable; provided that the payment
of principal and interest on, and all other Obligations relating to, such
Securities (including Additional Payments) shall remain subordinated to the
extent provided in Article XII.


                                       40
<PAGE>   46

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

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

                  (A) all overdue interest and Additional Payments on all
            Securities,

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

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

        and

               (2) all Events of Default, other than the non-payment of the
        principal of Securities which have become due solely by such declaration
        of acceleration, have been cured or waived as provided in Section 5.13.

               The Company is required to file annually with the Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under this Indenture.

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

               Upon receipt by the Trustee of written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities
all or part of which are represented by a Global Security, a record date shall
be established for determining Holders of such Outstanding Securities entitled
to join in such notice, which record date shall be at the close of business on
the day the Trustee receives such notice. The Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to join
in such notice, whether or not such Holders remain Holders after such record
date; provided, however, that, unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by
virtue of the



                                       41
<PAGE>   47

requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.02.

               SECTION 1.36  Collection of Indebtedness and Suits for
Enforcement by Trustee. The Company covenants that if

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

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

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 for principal and interest (including any Additional Payments) and,
to the extent that payment thereof shall be legally enforceable, interest on any
overdue principal and on any overdue interest (including any Additional
Payments), at the rate borne by the Securities, and, in addition thereto, all
amounts owing to the Trustee under Section 6.07.

               If an Event of Default occurs and is continuing, the Trustee may
in its discretion proceed to protect and enforce its rights and the rights of
the Holders 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 1.37 Trustee May File Proofs of Claim. In case of any
judicial proceeding relative to the Company (or any other obligor upon the
Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all
actions authorized under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other



                                       42
<PAGE>   48

similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it, and any predecessor Trustee under Section 6.07.

               No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

               SECTION 1.38 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 all the amounts owing to the Trustee and any
predecessor Trustee under Section 6.07, be for the ratable benefit of the
Holders of the Securities in respect of which such judgment has been recovered.

               SECTION 1.39 Application of Money Collected. Subject to Article
XII, any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or interest
(including any Additional Payments), upon presentation of the Securities and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

               FIRST: To the payment of all amounts due the Trustee and any
            predecessor Trustee under Section 6.07;

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

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



                                       43
<PAGE>   49

               SECTION 1.40 Limitation on Suits. Subject to Section 5.08, no
Holder of any Security shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

               (1) such Holder has previously given written notice to the
        Trustee of a continuing Event of Default;

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

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

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

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

it being understood and intended that no one or more 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,
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

               SECTION 1.41 Unconditional Right of Holders to Receive Principal
and Interest and Convert. Notwithstanding any other provision in this Indenture,
the Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of and (subject to Section
3.08) interest (including any Additional Payments) on such Security on the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on the Redemption Date) and to convert such Security in accordance
with Article XIII and to institute suit for the enforcement of any such payment
and right to convert, and such rights shall not be impaired without the consent
of such Holder. If the Property Trustee is the sole Holder of the Securities,
any Holder of the Preferred Securities shall have the right to institute suit on
behalf of the Trust for the enforcement of any such payment and right to
convert.


                                       44
<PAGE>   50

               SECTION 1.42 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 1.43 Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 3.07, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

               SECTION 1.44 Delay or Omission Not Waiver. No delay or omission
of the Trustee or of any Holder of any Security to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

               SECTION 1.45 Control by Holders. The Holders of a majority in
principal amount of the Outstanding Securities shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the Trustee;
provided, that

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

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



                                       45
<PAGE>   51

               SECTION 1.46 Waiver of Past Defaults. Subject to Section 9.02
hereof, the Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

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

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

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

               SECTION 1.47 Undertaking for Costs. 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, a court
may require any party litigant in such suit to file an undertaking to pay the
costs of such suit, and may assess costs against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; provided, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company or the Trustee or in any suit for the enforcement
of the right to receive the principal of and interest (and Additional Payments,
if any) on any Security or to convert any Security in accordance with Article
XIII.

               SECTION 1.48 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.


                                       46
<PAGE>   52

               SECTION 1.49 Enforcement by Holders of Preferred Securities.
Notwithstanding anything to the contrary contained herein, but subject to
Article XII, if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest, Additional
Payments or principal on the Securities on the date such interest, Additional
Payments or principal is otherwise payable, the Company acknowledges that, in
such event, a Holder of Preferred Securities may institute a legal proceeding
directly for enforcement of payment to such Holder of the principal of, interest
or Additional Payments on the Securities having a principal amount equal to the
aggregate liquidation amount of the Preferred Securities of such Holder (a
"Direct Action") on or after the due date specified in the Securities. The
Company may not amend this Indenture to remove the foregoing right to bring a
Direct Action without the prior written consent of all the Holders of Preferred
Securities. Notwithstanding any payment made to such Holder of Preferred
Securities by the Company in connection with a Direct Action, the Company shall
remain obligated to pay the principal of and interest (and Additional Payments,
if any) on the Securities held by the Trust or the Property Trustee, and the
Company shall be subrogated to the rights of the Holders of such Preferred
Securities with respect to payments on the Preferred Securities to the extent of
any payments made by the Company to such Holders in any Direct Action. The
Holders of Preferred Securities will not be able to exercise directly any other
remedy available to the Holders of the Securities.


                                   ARTICLE VI

                                   The Trustee

               SECTION 1.50 Certain Duties and Responsibilities. (a) Except
during the continuance of an Event of Default, 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.

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

               (c) At the direction of the Remarketing Agent, the Trustee shall
(i) select the Primary Treasury Dealer to be a Reference Treasury Dealer and
(ii) determine the Reference Treasury Dealer Quotations, both in accordance with
the terms of the Remarketing Agreement. In addition, if the Securities are no
longer held by the Property Trustee, the Trustee shall act as Tender Agent in
accordance with the provisions of the Remarketing Agreement.


                                       47
<PAGE>   53

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

               SECTION 1.51 Notice of Defaults. The Trustee shall give the
Holders notice of any default hereunder as and to the extent provided by the
Trust Indenture Act; provided, however, that in the case of any default of the
character specified in Section 5.01(3), no such notice to Holders shall be given
until at least 30 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

               SECTION 1.52 Certain Rights of Trustee. Subject to the provisions
of Section 6.01:

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

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

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

               (d) the Trustee may consult with counsel of its choice and the
        advice of such counsel or any Opinion of Counsel shall be full and
        complete authorization



                                       48
<PAGE>   54

        and protection in respect of any action taken, suffered or omitted
        by it hereunder in good faith and in reliance thereon;

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

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

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

               (h) the Trustee shall not be liable for any action taken,
        suffered, or omitted to be taken by it in good faith, without negligence
        or willful misconduct, and reasonably believed by it to be authorized or
        within the discretion or rights or powers conferred upon it by this
        Indenture.

               SECTION 1.53 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. The Trustee shall not be accountable for the use
or application by the Company of the Securities or the proceeds thereof.

               SECTION 1.54 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, subject to



                                       49
<PAGE>   55

Sections 6.08 and 6.13, 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 1.55 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 1.56  Compensation and Reimbursement.  The Company
agrees:

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

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

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

The Trustee shall have a lien prior to the Securities as to all property and
funds held by it hereunder for any amount owing it or any predecessor Trustee
pursuant to this Section 6.07, except with respect to funds held in trust of the
benefit of the Holders of particular Securities.

When the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.01(5) or Section 5.01(6); the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.



                                       50
<PAGE>   56

The provisions of this Section shall survive the termination of this Indenture.

               SECTION 1.57 Disqualification; Conflicting Interests. If the
Trustee has or shall acquire a conflicting interest within the meaning of the
Trust Indenture Act, the Trustee shall either eliminate such interest or resign,
to the extent and in the manner provided by, and subject to the provisions of,
the Trust Indenture Act and this Indenture.

               SECTION 1.58 Corporate Trustee Required; Eligibility. There shall
at all times be a Trustee hereunder which shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its corporate trust office in New
York, New York. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Trustee shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

               SECTION 1.59 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

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

               (c) The Trustee may be removed at any time by Act of the Holders
of a majority in principal amount of the Outstanding Securities, delivered to
the Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the removed Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.


                                       51
<PAGE>   57

               (d) If at any time:

               (1) the Trustee shall fail to comply with Section 6.08 after
        written request therefor by the Company or by any Holder who has been a
        bona fide Holder of a Security for at least six months; or

               (2) the Trustee shall cease to be eligible under Section 6.09 and
        shall fail to resign after written request therefor by the Company or by
        any such Holder; or

               (3) the Trustee shall become incapable of acting 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 may remove the Trustee, or (ii) subject
to Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

               (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor Trustee.
If, within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

               (f) The Company shall give written notice of each resignation and
each removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 1.06. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

          SECTION 1.60 Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and



                                       52
<PAGE>   58

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; provided, that on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Upon request of any such successor Trustee, the
Company shall execute any and all instruments required to more fully and
certainly vest in and confirm to such successor Trustee all such rights, powers
and trusts.

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

               SECTION 1.61 Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person 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
Person 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 1.62 Preferential Collection of Claims Against Company.
If and when the Trustee shall be or become a creditor of the Company (or any
other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).


                                   ARTICLE VII




                                       53
<PAGE>   59

                    Holders' Lists and Reports by Trustee and Company

               SECTION 1.63  Company to Furnish Trustee Names and Addresses of
Holders. The Company will furnish or cause to be furnished to the Trustee

               (a) semiannually, not later than March 15 and October 15 in each
        year, a list, in such form as the Trustee may reasonably require, of the
        names and addresses of the Holders as of a date not more than 15 days
        prior to the delivery thereof, and

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

excluding from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

               SECTION 1.64 Preservation of Information; Communications to
Holders. (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

               SECTION 1.65 Reports by Trustee. (a) Within 60 days after March
15 of each year, commencing March 15, 2000, the Trustee shall transmit by
first-class mail to Holders such reports concerning the Trustee and its actions
under this Indenture as may be required pursuant to the Trust Indenture Act in
the manner provided pursuant thereto.



                                       54
<PAGE>   60

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

               SECTION 1.66 Reports by Company. The Company shall file with the
Trustee and the Commission, and transmit to Holders, such information, documents
and other reports, and such summaries thereof, as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant to such
Trust Indenture Act; provided, that any such information, documents or reports
required to be filed with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

               Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

               SECTION 1.67 Tax Reporting. The Company shall provide to the
Trustee on a timely basis such information as the Trustee requires to enable the
Trustee to prepare and file any form required to be submitted by the Company
with the Internal Revenue Service and the Holders relating to original issue
discount, including, without limitation, Form 1099-OID or any successor form.


                                  ARTICLE VIII

              Consolidation, Merger, Conveyance, Transfer or Lease

               SECTION 1.68 Company May Consolidate, Etc., Only on Certain
Terms. The Company shall not consolidate with or merge with or into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person (other than a wholly owned Subsidiary of the Company),
and no Person shall consolidate with or merge with or into the Company or
convey, transfer or lease its properties and assets substantially as an entirety
to the Company, unless:

               (1) in case the Company shall consolidate with or merge with or
        into another Person or convey, transfer or lease its properties and
        assets substantially as an entirety to any Person, the Person formed by
        such consolidation or into which the Company is merged or the Person
        which acquires by conveyance,



                                       55
<PAGE>   61

        transfer or lease, such properties and assets substantially as an
        entirety shall be a corporation, limited liability company,
        partnership or trust, shall be organized and validly existing under
        the laws of the United States of America, any State thereof or the
        District of Columbia and shall expressly assume, by an indenture
        supplemental hereto, executed and delivered to the Trustee, in form
        reasonably satisfactory to the Trustee, the due and punctual payment
        of the principal of and interest (including any Additional Payments)
        on all the Securities and the performance or observance of every
        covenant of this Indenture on the part of the Company to be
        performed or observed and shall have provided for conversion rights
        in accordance with Article XIII;

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

               (3) if at the time any Preferred Securities are outstanding, such
        consolidation or merger or conveyance, transfer or lease of assets of
        the Company is permitted under, and does not give rise to any breach or
        violation of, the Declaration or the Guarantee; and

               (4) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that such
        consolidation, merger, conveyance, transfer or lease and, if a
        supplemental indenture is required in connection with such transaction,
        such supplemental indenture, comply with this Article and with Article
        IX and that all conditions precedent herein provided for relating to
        such transaction have been complied with.

               SECTION 1.69 Successor Substituted. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance,
transfer or lease of all or substantially all the properties and assets of the
Company on a consolidated basis in accordance with Section 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                   ARTICLE IX




                                       56
<PAGE>   62

                             Supplemental Indentures

               SECTION 1.70 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 Person 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, or to surrender any right or power herein conferred
            upon the Company; or

               (3) to make provision with respect to the conversion rights of
            Holders pursuant to the requirements of Article XIII; or

               (4) 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 which shall not be
            inconsistent with the provisions of this Indenture; provided, that
            such action pursuant to this clause (4) shall not materially
            adversely affect the interests of the Holders of the Securities or,
            so long as any of the Preferred Securities shall remain outstanding,
            the Holders of the Preferred Securities; or

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

               (6) to make provision for transfer procedures, certification,
            book-entry provisions, the form of restricted securities legends, if
            any, to be placed on Securities, and all other matters required
            pursuant to Section 3.06(b) or otherwise necessary, desirable or
            appropriate in connection with the issuance of Securities to Holders
            of Preferred Securities in the event of a distribution of Securities
            by the Trust if a Tax Event or Investment Company Event occurs and
            is continuing.




                                       57
<PAGE>   63

               SECTION 1.71 Supplemental Indentures with Consent of Holders.
With the consent of the Holders of not less than a majority in principal amount
of the Outstanding Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

               (1) extend the Stated Maturity of the principal of, or any
        installment of interest (including any Additional Payments) on, any
        Security, or reduce the principal amount thereof, or reduce the rate or
        extend the time for payment of interest thereon, or reduce any premium
        payable upon the redemption thereof, or change the place of payment
        where, or the coin or currency in which, any Security or interest or any
        Additional Payments thereon is payable, or impair the right to institute
        suit for the enforcement of any such payment on or after the Stated
        Maturity thereof (or, in the case of redemption, on or after the
        Redemption Date), or adversely affect the right to convert any Security
        as provided in Article XIII (except as permitted by Section 9.01(3)), or
        modify the provisions of this Indenture with respect to the
        subordination of the Securities in a manner adverse to the Holders,

               (2) change the Reset Date,

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

               (4) modify any of the provisions of this Section or Section 5.13,
        except to increase any such percentage or to provide that certain other
        provisions of this Indenture cannot be modified or waived without the
        consent of the Holder of each Outstanding Security affected thereby.

               Notwithstanding anything to the contrary in this Indenture or the
Declaration, if the Property Trustee is the sole holder of the Securities, so
long as any of the Preferred Securities remains outstanding, no amendment shall
be made that adversely affects the Holders of such Preferred Securities, and no
termination of this Indenture shall occur, and no waiver of any Event of Default
or compliance with any covenant under this Indenture shall be effective, without
the prior consent of the Holders of the percentage of



                                       58
<PAGE>   64

the aggregate principal amount of such Preferred Securities then outstanding
which is at least equal to the percentage of aggregate stated liquidation amount
of Outstanding Securities as shall be required under this Indenture to effect
any such amendment, termination or waiver.

               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.

               The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

               SECTION 1.72 Execution of Supplemental Indentures. In executing,
or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

               SECTION 1.73 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. No such supplemental indenture shall directly or indirectly modify the
provisions of Article XII in any manner which might terminate or impair the
rights of the Senior Debt pursuant to such subordination provisions.

               SECTION 1.74 Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.




                                       59
<PAGE>   65

               SECTION 1.75 Reference in Securities to Supplemental Indentures.
Securities authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
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.


                                    ARTICLE X

                    Covenants; Representations and Warranties

               SECTION 1.76 Payment of Principal and Interest. The Company will
duly and punctually pay the principal of, interest and Additional Payments, if
any, on the Securities in accordance with the terms of the Securities and this
Indenture.

               SECTION 1.77 Maintenance of Office or Agency. The Company will
maintain in the United States an office or agency where Securities may be
presented or surrendered for payment, where Securities may be surrendered for
registration of transfer, exchange or conversion 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 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.

               The Company may also from time to time designate one or more
other offices or agencies (in the United States) where the Securities 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 the United States 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 1.78 Money for Security Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent, it will, on or
before each due date of the principal of, interest or Additional Payments, if
any, on any of the



                                       60
<PAGE>   66

Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal, interest or Additional Payments,
if any, 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, it
will, prior to each due date of the principal of, interest or Additional
Payments, if any, on any Securities, deposit with a Paying Agent a sum
sufficient to pay the principal, interest or Additional Payments, if any, so
becoming due, such sum to be held as provided by the Trust Indenture Act, 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 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 (i) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the
Trustee, forthwith pay to the Trustee all sums held in trust by such Paying
Agent as such.

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

               Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of, interest or
Additional Payments, if any, on any Security and remaining unclaimed for two
years after such principal, interest or Additional Payments, if any, has become
due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of any
such Security shall, subject to relevant abandoned and unclaimed property laws,
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

               SECTION 1.79 Statement by Officers as to Default. The Company
will deliver to the Trustee, within 120 days after the end of each fiscal year
of the



                                       61
<PAGE>   67

Company ending after the date hereof, an Officers' Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in
the performance and observance of any of the material terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default, specifying all such defaults and the nature and status thereof of which
they may have knowledge.

               SECTION 1.80 Limitation on Dividends; Transactions with
Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have
occurred an Event of Default, (y) the Company shall be in default with respect
to its payment of any obligations under the Guarantee or (z) the Company shall
have given notice of its election to begin a Deferral Period as provided herein
and shall not have rescinded such notice, or such Deferral Period, or any
extension thereof, shall be continuing, the Company covenants that the Company
shall not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to, any of the
Company's capital stock (which includes common and preferred stock) other than
stock dividends or distributions which consist of stock of the same class as
that on which the dividend or distribution is being paid, (ii) make any payment
of principal, interest or premium, if any, on or repay or repurchase or redeem
any debt securities of the Company that rank pari passu with or junior in
interest to the Securities or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company if such guarantee ranks pari passu with or junior in interest to the
Securities (in each case, other than (A) dividends or distributions in Common
Stock, (B) any declaration of a dividend in connection with the implementation
of a stockholders' rights plan, or the issuance of stock under any such plan in
the future, or the redemption or repurchase of any such rights pursuant thereto,
(C) payments under the Guarantee or the Common Securities Guarantee, (D)
purchases or acquisitions of shares of Common Stock in connection with the
satisfaction by the Company of its obligations under any employee benefit plan
or any other contractual obligation of the Company (other than a contractual
obligation ranking pari passu with or junior in interest to the Securities), (E)
the payment of fractional shares resulting from a result of a reclassification
of the Company's capital stock or the exchange or conversion of one class or
series of the Company's capital stock for another class or series of the
Company's capital stock or (F) the purchase of fractional interests in shares of
the Company's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged).

               (b) The Company also covenants and agrees (i) that it shall
directly or indirectly maintain 100% ownership of the Common Securities of the
Trust; provided, however, that any permitted successor of the Company hereunder
may succeed to the Company's ownership of such Common Securities and (ii) that
it shall use its reasonable efforts, consistent with the terms and provisions of
the Declaration, to cause the Trust



                                       62
<PAGE>   68

(x) to remain a statutory business trust, except in connection with the
distribution of the Securities to the holders of Trust Securities in liquidation
of the Trust, the redemption of all of the Trust Securities of the Trust, or
certain mergers, consolidations or amalgamations, each as permitted by the
Declaration, and (y) to otherwise continue to be classified as a grantor trust
for United States federal income tax purposes.

               SECTION 1.81 Payment of Expenses of the Trust. In connection with
the offering, sale and issuance of the Securities to the Property Trustee in
connection with the sale of the Trust Securities by the Trust, the Company
shall:

               (a) pay for all costs, fees and expenses relating to the
        offering, sale and issuance of the Securities, including commissions to
        the Initial Purchasers payable pursuant to the Purchase Agreement and
        compensation of the Trustee in accordance with the provisions of Section
        6.07;

               (b) be responsible for and pay for all debts and obligations
        (other than with respect to the Trust Securities) of the Trust, pay for
        all costs and expenses of the Trust (including, but not limited to,
        costs and expenses relating to the organization of the Trust, the
        offering, sale and issuance of the Trust Securities (including
        commissions to the initial purchasers in connection therewith), the fees
        and expenses of the Property Trustee and the Delaware Trustee, the costs
        and expenses relating to the operation of the Trust, 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 Trust assets); and

               (c) pay any and all taxes (other than United States withholding
        taxes attributable to the Trust or its assets) and all liabilities,
        costs and expenses with respect to such taxes of the Trust.

               SECTION 1.82 Registration Rights. The Holders of the Preferred
Securities, the Securities and the Guarantee and the shares of Common Stock
issuable upon conversion of the Securities (collectively, the "Registrable
Securities") are entitled to the benefits of a Registration Rights Agreement,
dated as of January 31, 2000, among the Company, the Trust and the Initial
Purchasers (the "Registration Rights Agreement"), including, without limitation,
the receipt of Additional Interest upon a Registration Default.




                                       63
<PAGE>   69

                                   ARTICLE XI

                            Redemption of Securities

               SECTION 1.83 Optional Redemption. (a) The Company shall have the
right to redeem the Securities (an "Optional Redemption") (i) in whole or in
part, at any time or from time to time, prior to the Reset Date but on or after
February 5, 2003 until (but excluding) the Tender Notification Date, at a
Redemption Price (the "Initial Redemption Price") equal to the prices per $50
principal amount of Securities set forth in the following table, plus accrued
and unpaid interest, including Additional Payments, if any, to the Redemption
Date, if redeemed during the 12-month period ending on February 5:

<TABLE>
<CAPTION>
                                             Price Per $50
                                               Principal
                            Year                Amount
                            ----             --------------
                            <S>              <C>
                            2004                $50.6875

                            2005                $50.0000;
</TABLE>


(ii) after the Reset Date (except in the event of a Failed Final Remarketing),
in accordance with the Term Call Protections, if any, established in the
Remarketing; and (iii) in whole or in part, at any time on or after the third
anniversary of the Reset Date following a Failed Final Remarketing at a
redemption price equal to 100% of the then outstanding aggregate principal
amount of the Securities to be redeemed, plus accrued and unpaid interest
thereon (any Redemption Price so established in the Remarketing or as a result
of a Failed Final Remarketing, the "Term Redemption Price", and, together with
the Initial Redemption Price, an "Optional Redemption Price"); provided,
however, that the company shall not be permitted to redeem any Securities
pursuant to this Section 11.01(a) during any Deferral Period.

      (b) If the Company desires to consummate an Optional Redemption, it must
cause to be sent, at its own expense, notice of such intent (an "Optional
Redemption Notice"), via first-class mail, postage prepaid, to each Holder of
Securities (and, if the Preferred Securities are still outstanding, to each
Holder of the corresponding Preferred Securities) to be redeemed, at such
Holder's address appearing in the Security Register and the List of Holders, if
applicable, which Optional Redemption Notice shall comply with Section 11.06
hereof. Holders receiving an Optional Redemption Notice have the right, upon
notification of the Trustee and the Conversion Agent prior to the Optional



                                       64
<PAGE>   70

Redemption Date, to convert their Securities called for redemption into Company
Common Stock at the Applicable Conversion Ratio on or prior to the Optional
Redemption Date in compliance with Article XIII hereof.

               (c) In the case of any Optional Redemption, the Company must
notify the Trustee and the Property Trustee in writing of the Optional
Redemption Date, the principal amount of Securities to be redeemed and provide a
copy of the Optional Redemption Notice at least 60 days prior to sending the
Optional Redemption Notice, or such shorter period as agreed to by the Trustee
and Property Trustee in writing.

               SECTION 1.84  [Reserved]

               SECTION 1.85  Tax Event Redemption.  (a)  If a Tax Event has
occurred and is continuing and:

               (1) the Company has received a Redemption Tax Opinion; or

               (2) the Issuer Trustees shall have been informed by nationally
        recognized independent tax counsel (reasonably acceptable to the Issuer
        Trustees) experienced in such matters that a No Recognition Opinion
        cannot be delivered,

then the Company shall have the right upon not less than 30 days nor more than
60 days notice to the Holders of the Securities and within 90 days following the
occurrence and continuation of a Tax Event to redeem the Securities in whole,
but not in part, for cash at $50 per $50 principal amount of the Securities plus
accrued and unpaid interest, including Additional Payments, if any, to the
Redemption Date, within 90 days following the occurrence of such Tax Event (the
"90 Day Period"); provided, however, that if, at the time there is available to
the Company or the Trust the opportunity to eliminate, within the 90 Day Period,
the Tax Event by taking some ministerial action, including, but not limited to,
filing a form or making an election, or pursuing some other similar reasonable
measure which, in the sole judgment of the Company, will have no adverse effect
on the Company, the Trust or the Holders of the Preferred Securities and will
involve no material cost, then the Company or the Trust shall pursue such
ministerial action or other measure in lieu of redemption; and provided further
that the Company shall have no right to redeem the Securities while the Trust is
pursuing any ministerial action or other similar measure pursuant to its
obligations under the Declaration.

               (b) In the event that the Company redeems the Securities pursuant
to Section 11.03(a), Holders shall have the right upon notification of the
Trustee and the Conversion Agent, to convert their Securities or Preferred
Securities, if applicable, into Common Stock at the Applicable Conversion Ratio
prior to 5:00 p.m., New York City time, on the applicable Redemption Date.




                                       65
<PAGE>   71

               (c) If the Company opts not to redeem the Securities pursuant to
this Section 11.03, the Company shall be required to pay Additional Amounts in
respect of the Securities pursuant to Section 3.01 for so long as (i) a Tax
Event, or such other event pursuant to such Additional Amounts are payable, has
occurred and is continuing and (ii) the Property Trustee is the sole Holder of
the Securities.

               SECTION 1.86 Redemption at Stated Maturity. The Company shall
repay all of the Outstanding Securities, if any, on February 1, 2030, at a price
equal to the aggregate principal amount thereof, plus any accrued and unpaid
interest, including Additional Payments, if any, to the Redemption Date.

               SECTION 1.87 Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities are to be redeemed (unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Trustee
pro rata, from the Outstanding Securities not previously called for redemption.
Such selection method may provide for the selection for redemption of portions
(equal to $50 or any integral multiple thereof) of the principal amount of the
Securities.

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

               The provisions of the two preceding paragraphs shall not apply
with respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

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

               SECTION 1.88 Notice of Redemption. Notice of redemption (other
than with respect to a redemption which is an Optional Redemption) shall be
given by first-class mail, postage prepaid, mailed not less than 30 nor more
than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at such Holder's address appearing in the Security Register.




                                       66
<PAGE>   72

               All notices of redemption (including, without limitation,
Optional Redemption Notices) given pursuant to this Article XI shall identify
the Securities to be redeemed (including, if relevant, CUSIP number) and shall
state:

               (1) the Redemption Date,

               (2) the Redemption Price,

               (3) that on the Redemption Date the Redemption Price will become
        due and payable upon each such Security to be redeemed and that interest
        thereon will cease to accrue on and after said date,

               (4) the place or places where such Securities are to be
        surrendered for payment of the Redemption Price, and

               (5) the date on which the right to convert the Securities to be
        redeemed will terminate and the places where such Securities may be
        surrendered for conversion.

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

               SECTION 1.89 Deposit of Redemption Price. Prior to 10:00 a.m. New
York City time on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest (together with
Additional Payments, if any) on, all the Securities which are to be redeemed on
that date.

               If any Security called for redemption is converted, any money
deposited with the Trustee or with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall (subject to any right of the
Holder of such Security or any Predecessor Security to receive interest as
provided in the last paragraph of Section 3.08) be paid to the Company upon
Company Request or, if then held by the Company, shall be discharged from such
trust.

               SECTION 1.90 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the


                                       67
<PAGE>   73

Redemption Price and accrued interest) such Securities shall cease to bear
interest. Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption Price,
together with accrued interest (including Additional Payments, if any) to the
Redemption Date; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to the terms and
the provisions of Section 3.08.

               If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear interest
from the Redemption Date at the rate borne by the Security.

               SECTION 1.91 Securities Redeemed in Part. (a) In the event of any
redemption in part, the Company shall not be required to (i) issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the date of mailing of a notice of redemption of
Securities selected for redemption and ending at the close of business on the
day of such mailing and (ii) register the transfer of or exchange any Securities
so selected for redemption, in whole or in part, except for the unredeemed
portion of any Securities being redeemed in part.

               (b) If a partial redemption of the Securities would result in the
delisting of the Preferred Securities issued by the Trust from any national
securities exchange or other organization on which the Preferred Securities are
listed, the Company shall not be permitted to effect such partial redemption and
may only redeem the Securities in whole.

               (c) Any Security which is to be redeemed only in part shall be
surrendered at a place of payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing), and the Company shall execute, and
the Trustee shall authenticate and make available for delivery to the Holder of
such Security without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Global Security is surrendered, such new
Security will (subject to Section 3.06) also be a new Global Security.



                                       68
<PAGE>   74

                                   ARTICLE XII

                           Subordination of Securities

               SECTION 1.92 Agreement to Subordinate. The Company covenants and
agrees, and each Holder of Securities by such Holder's acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article XII; and each Holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions. The payment by the Company of the principal of,
premium, if any, interest (including Additional Payments, if any) and other
Obligations with respect to all Securities issued hereunder shall, to the extent
and in the manner hereinafter set forth, be subordinated and junior in right of
payment to the prior payment in full in cash of principal of (and premium, if
any), interest and all other Obligations with respect to all Senior Debt,
whether outstanding at the date of this Indenture or thereafter incurred;
provided, however, that no provision of this Article XII shall prevent the
occurrence of any default or Event of Default hereunder.

               SECTION 1.93 Default on Senior Debt. In the event and during the
continuation of any default by the Company in the payment of principal, premium,
if any, interest on or any other Obligation relating to, any Senior Debt when
the same becomes due and payable (a "payment default"), whether at maturity or
at a date fixed for prepayment or by declaration of acceleration or otherwise,
and such default continues beyond the period of grace, if any, specified in the
instrument evidencing such Senior Debt, then unless and until such default shall
have been cured or waived or shall have ceased to exist or all Senior Debt and
all Obligations relating thereto have been paid in full in cash, and in the
event that the maturity of any Senior Debt has been accelerated because of a
default, then no direct or indirect payment or distribution (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made with
respect to the principal of (including redemption payments), premium, if any, or
interest on, or any other Obligation relating to, the Securities or in respect
of any redemption, repayment, retirement, purchase or other acquisition of any
of the Securities.

               In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 12.02, such payment shall be held in trust
for the benefit of, and shall be paid over or delivered to the holders of Senior
Debt, or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Debt may have been issued, as
their respective interests may appear, but only to the extent that the holders
of the Senior Debt (or their representative or representatives or a trustee)
notify the Trustee in writing within 180 days of such payment of the amounts
then due and



                                       69
<PAGE>   75

owing to the holders of such Senior Debt and only the amounts specified in such
notice to the Trustee shall be paid to the holders of such Senior Debt.

               SECTION 1.94 Liquidation; Dissolution; Bankruptcy. Upon any
direct or indirect payment by or on behalf of the Company or direct or indirect
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, by set-off or otherwise, to creditors upon any
dissolution or winding up or liquidation or reorganization of the Company or
assignment for the benefit of creditors or marshaling of assets, whether
voluntary or involuntary, or in bankruptcy, insolvency, receivership or other
proceedings, all amounts (including principal, premium, if any, and interest)
due or to become due upon all Senior Debt shall first be paid in full in cash,
or such payment thereof provided for in money in accordance with its terms,
before any payment or distribution is made on account of the principal (and
premium, if any), interest or any other Obligation relating to the Securities;
and upon any such dissolution or winding up or liquidation or reorganization,
any direct or indirect payment by the Company, or direct or indirect payment or
distribution (in cash, property, securities, by set-off or otherwise) to which
the Holders of the Securities or the Trustee would be entitled, except for the
provisions of this Article XII, shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such
payment or distribution, or by the Holders of the Securities or by the Trustee
under this Indenture if received by them or it, directly to the holders of
Senior Debt (pro rata to such holders on the basis of the respective amounts of
Senior Debt held by such holders, as calculated by the Company) or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Debt may have
been issued, as their respective interests may appear, to the extent necessary
to pay such Senior Debt in full, in cash, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Debt, before any
such payment or distribution is made to the Holders of Securities or to the
Trustee.

               In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, by set-off or otherwise, prohibited by the foregoing,
shall be received by the Trustee or the Holders of the Securities before all
Senior Debt is paid in full in cash, or provision is made for such payment in
cash in accordance with its terms, such payment or distribution shall be held in
trust for the benefit of and shall be paid over or delivered to the holders of
Senior Debt or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Debt may have been issued, and their respective interests may appear, as
calculated by the Company, for application to the payment of all Senior Debt
remaining unpaid to the extent necessary to pay such Senior Debt in full in cash
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Debt.



                                       70
<PAGE>   76

               For purposes of this Article XII, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XII with respect
to the Securities to the payment of all Senior Debt which may at the time be
outstanding; provided, that (i) such Senior Debt is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Debt are not, without the consent
of such holders, altered by such reorganization or readjustment. The
consolidation of the Company with, or the merger of the Company with or into,
another Person or the liquidation or dissolution of the Company following the
conveyance, transfer or lease of its properties and assets substantially as an
entirety to another Person upon the terms and conditions provided for in Article
VIII hereof shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 12.03 if such other Person
shall, as a part of such consolidation, merger, conveyance, transfer or lease,
comply with the conditions stated in Article VIII hereof. Nothing in Section
12.02 or in this Section 12.03 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.07 hereof.

               SECTION 1.95 Subrogation. Subject to the payment in full in cash
of all Senior Debt, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of such Senior Debt to receive payments
or distributions of cash, property or securities of the Company, as the case may
be, applicable to such Senior Debt until the principal of (and premium, if any)
and interest on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Senior
Debt of any cash, property or securities to which the Holders of the Securities
or the Trustee would be entitled except for the provisions of this Article XII,
and no payment over pursuant to the provisions of this Article XII, to or for
the benefit of the holders of such Senior Debt by Holders of the Securities or
the Trustee, shall, as between the Company, its creditors other than holders of
Senior Debt, and the Holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Debt. It is understood that the
provisions of this Article XII are and are intended solely for the purposes of
defining the relative rights of the Holders of the Securities, on the one hand,
and the holders of such Senior Debt on the other hand.

               Nothing contained in this Article XII or elsewhere in this
Indenture or in the Securities is intended to or shall impair, as between the
Company, its creditors other than the holders of Senior Debt, and the Holders of
the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including Additional Payments, if any) on the
Securities as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the



                                       71
<PAGE>   77

Securities and creditors of the Company, as the case may be, other than the
holders of Senior Debt, nor shall anything herein or therein prevent the Trustee
or the Holder of any Security from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article XII of the holders of such Senior Debt in respect of
cash, property or securities of the Company, as the case may be, received upon
the exercise of any such remedy.

               Upon any payment or distribution of assets of the Company
referred to in this Article XII, the Trustee, subject to the provisions of
Section 6.03, and the Holders of the Securities, shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of the Securities, for the purposes of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Debt and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XII; provided
that such court, trustee, receiver, agent or other Person has been apprised of,
or the order, decree or certificate makes reference to, the provisions of this
Article.

               SECTION 1.96 Trustee to Effectuate Subordination. Each Holder of
Securities by such Holder's acceptance thereof authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XII and
appoints the Trustee as such Holder's attorney-in-fact for any and all such
purposes.

               SECTION 1.97 Notice by the Company. The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to the
Company which would prohibit the making of any payment of monies to or by the
Trustee in respect of the Securities pursuant to the provisions of this Article
XII. Notwithstanding the provisions of this Article XII or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts which would prohibit the making of any payment of monies
to or by the Trustee in respect of the Securities pursuant to the provisions of
this Article XII, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust Office of the
Trustee from the Company or a holder or holders of Senior Debt or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 6.03 hereof, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 12.06 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose


                                       72
<PAGE>   78

(including, without limitation, the payment of the principal of (and premium, if
any) or interest on any Security), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary which may be
received by it within two Business Days prior to such date.

               The Trustee, subject to the provisions of Section 6.03, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of such
Senior Debt or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of Senior Debt to participate in
any payment or distribution pursuant to this Article XII, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of Senior Debt held by such Person, the extent to which
such Person is entitled to participate in such payment or distribution and any
other facts pertinent to the right of such Person under this Article XII, and,
if such evidence is not furnished, the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

               SECTION 1.98 Rights of the Trustee; Holders of Senior Debt. The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XII in respect of any Senior Debt at any time held by it, to the
same extent as any other holder of Senior Debt, and nothing in this Indenture
shall deprive the Trustee of any of its rights as such holder.

               With respect to the holders of Senior Debt of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are set forth in this Article XII, and no implied covenants or
obligations with respect to the holders of such Senior Debt shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Debt and, subject to the provisions
of Section 6.03, the Trustee shall not be liable to any holder of such Senior
Debt if it shall pay over or deliver to Holders of Securities, the Company or
any other Person money or assets to which any holder of such Senior Debt shall
be entitled by virtue of this Article XII or otherwise.

               SECTION 1.99 Subordination May Not Be Impaired. (a) No right of
any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and



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<PAGE>   79

covenants of this Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with.

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

               (c) The subordination provisions of this Article XII shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Senior Debt is, pursuant to applicable law,
avoided, recovered, or rescinded or must otherwise be restored or returned by
any holder of Senior Debt, whether as a "voidable preference," "fraudulent
conveyance," "fraudulent transfer," or otherwise, all as though such payment or
performance had not been made.

               (d) If, upon any proceeding referred to in Section 12.03, the
Trustee does not file a claim in such proceeding prior to fifteen Business Days
before the expiration of the time to file such claim, the holders of Designated
Senior Debt or their agent may file such claim on behalf of the Holders of the
Securities.

               (e) The subordination provisions contained herein are solely for
the benefit of the holders from time to time of Senior Debt and their
representatives, assignees and beneficiaries and may not be rescinded, canceled,
amended or modified in any way other than, as to any holder of Senior Debt,
pursuant to an amendment or modification that is permitted by the documentation
relating to the Senior Debt applicable to such holder.




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                                  ARTICLE XIII

                            Conversion of Securities

               SECTION 1.100 Conversion Rights. Subject to and upon compliance
with the provisions of this Article, the Securities are convertible, at the
option of the Holder, at any time prior to 5:00 p.m. New York City time, on or
prior to the Tender Notification Date and, in the event of either a Convertible
Remarketing which does not fail or a Failed Final Remarketing, on and after the
Reset Date through February 1, 2030 (except that Securities called for
redemption by the Company shall be convertible at any time prior to 5:00 p.m.
New York City time, on any Redemption Date), into fully paid and nonassessable
shares of Common Stock of the Company. On or prior to the Tender Notification
Date, each Security is convertible at the option of the Holder into 0.4881
shares of Common Stock for each $50 in aggregate principal amount of Securities
(the "Initial Conversion Ratio") (equal to a conversion price of $102.4375
principal amount of Securities per share of Common Stock (the "Initial
Conversion Price")). On and after the Reset Date, the Securities may, at the
option of the Company and subject to the results of the Remarketing, become
nonconvertible or convertible into a different number of shares of Common Stock,
as determined by the Remarketing Agent in accordance with the terms of the
Remarketing Agreement. The conversion ratio and the equivalent conversion price
in effect at any given time are known as the "Applicable Conversion Ratio" and
the "Applicable Conversion Price", respectively, and are subject to adjustment
as described in this Article XIII. A Holder of Securities may convert any
portion of the principal amount of the Securities into that number of fully paid
and nonassessable shares of Common Stock (calculated as to each conversion to
the nearest 1/100th of a share) obtained by dividing the principal amount of the
Securities to be converted by the Applicable Conversion Ratio. In case a
Security or portion thereof is called for redemption, such conversion right in
respect of the Security or portion so called shall expire at the close of
business on the corresponding Redemption Date, unless the Company defaults in
making the payment due upon redemption.

            SECTION 1.101 Conversion Procedures. (a) In order to convert all or
a portion of the Securities, the Holder thereof shall deliver to the Conversion
Agent an irrevocable Notice of Conversion setting forth the principal amount of
Securities to be converted, together with the name or names, if other than the
Holder, in which the shares of Common Stock should be issued upon conversion
and, if such Securities are definitive Securities, surrender to the Conversion
Agent the Securities to be converted, duly endorsed or assigned to the Company
or in blank. In addition, a Holder of Preferred Securities may exercise its
right under the Declaration to convert such Preferred Securities into Common
Stock by delivering to the Conversion Agent an irrevocable Notice of Conversion
setting forth the information called for by the preceding sentence and directing
the Conversion Agent (i) to exchange such Preferred Security for a portion of
the



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<PAGE>   81

Securities held by the Trust (at an exchange rate of $50 principal amount of
Securities for each Preferred Security) and (ii) to immediately convert such
Securities, on behalf of such Holder, into Common Stock of the Company pursuant
to this Article XIII and, if such Preferred Securities are in definitive form,
surrendering such Preferred Securities, duly endorsed or assigned to the Company
or in blank. So long as any Preferred Securities are outstanding, the Trust
shall not convert any Securities except pursuant to a Notice of Conversion duly
executed and delivered to the Conversion Agent by a Holder of Preferred
Securities.

               If a Notice of Conversion is delivered on or after the Regular
Record Date and prior to the subsequent Interest Payment Date, the Holder will
be entitled to receive the interest payable on the subsequent Interest Payment
Date on the portion of Securities to be converted notwithstanding the conversion
thereof prior to such Interest Payment Date. Except as otherwise provided in the
immediately preceding sentence, in the case of any Security which is converted,
interest whose Stated Maturity is after the date of conversion of such Security
shall not be payable, and the Company shall not make nor be required to make any
other payment, adjustment or allowance with respect to accrued but unpaid
interest on the Securities being converted, which shall be deemed to be paid in
full. Each conversion shall be deemed to have been effected immediately prior to
the close of business on the day on which the Notice of Conversion was received
(the "Conversion Date") by the Conversion Agent from the Holder or from a Holder
of the Preferred Securities effecting a conversion thereof pursuant to its
conversion rights under the Declaration, as the case may be. The Person or
Persons entitled to receive the Common Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of such Common Stock
as of the Conversion Date. As promptly as practicable on or after the Conversion
Date, the Company shall issue and deliver at the office of the Conversion Agent,
unless otherwise directed by the Holder in the Notice of Conversion, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such conversion, together with the cash payment, if any, in lieu
of any fraction of any share to the Person or Persons entitled to receive the
same. The Conversion Agent shall deliver such certificate or certificates to
such Person or Persons.

               (b) Subject to the right of the Holder of such Security or any
Predecessor Security to receive interest as provided in the last paragraph of
Section 3.08 and the second paragraph of clause (a) of Section 13.02, the
Company's delivery upon conversion of the whole number of shares of Common Stock
into which the Securities are convertible (together with the cash payment, if
any, in lieu of fractional shares) shall be deemed to satisfy the Company's
obligation to pay the principal amount at Maturity of the portion of Securities
so converted and any unpaid interest (including Additional Payments) accrued on
such Securities at the time of such conversion.




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<PAGE>   82

               (c) No fractional shares of Common Stock will be issued as a
result of conversion, but in lieu thereof, the Company shall pay to the
Conversion Agent a cash adjustment in an amount equal to the same fraction of
the Closing Price of such fractional interest on the date on which the
Securities or Preferred Securities, as the case may be, were duly surrendered to
the Conversion Agent for conversion, or, if such day is not a Trading Day, on
the next Trading Day, and the Conversion Agent in turn will make such payment,
if any, to the Holder of the Securities or the Holder of the Preferred
Securities so converted.

               (d) In the event of the conversion of any Security in part only,
a new Security or Securities for the unconverted portion thereof will be issued
in the name of the Holder thereof upon the cancellation thereof in accordance
with Section 3.06.

               (e) In effecting the conversion transactions described in this
Section, the Conversion Agent is acting as agent of the Holders of Preferred
Securities (in the exchange of Preferred Securities for Securities) and as agent
of the Holders of Securities (in the conversion of Securities into Common
Stock), as the case may be, directing it to effect such conversion transactions.
The Conversion Agent is hereby authorized (x) if the Trust exists, (i) to
exchange Securities held by or on behalf of the Trust from time to time for
Preferred Securities in connection with the conversion of such Preferred
Securities in accordance with this Article XIII and (ii) to convert all or a
portion of the Securities into Common Stock and thereupon to deliver such shares
of Common Stock in accordance with the provisions of this Article XIII and to
deliver to the Trust a new Security or Securities for any resulting unconverted
principal amount and (y) if the Trust no longer exists (i) to exchange
Securities held by the Holders in connection with the conversion of such
Securities in accordance with this Article XIII and (ii) to convert all or a
portion of the Securities into Common Stock and thereupon to deliver such shares
of Common Stock in accordance with the provisions of this Article XIII and to
deliver to such Holders a new Security or Securities for any resulting
unconverted principal amount.

               (f) All shares of Common Stock delivered upon any conversion of
Restricted Securities shall bear a restrictive legend substantially in the form
of the legend required to be set forth on such Securities and shall be subject
to the restrictions on transfer provided in such legend and in Section 3.06(b)
hereof. Neither the Trustee nor the Conversion Agent shall have any
responsibility for the inclusion or content of any such restrictive legend on
such Common Stock; provided, however, that the Trustee or the Conversion Agent
shall have provided to the Company or to the Company's transfer agent for such
Common Stock, prior to or concurrently with a request to the Company to deliver
to such Conversion Agent certificates for such Common Stock, written notice that
the Securities delivered for conversion are Restricted Securities.




                                       77
<PAGE>   83

               SECTION 1.102 Conversion Price Adjustments. The Applicable
Conversion Price shall be subject to adjustment (without duplication) from time
to time as follows:

               (i) In case the Company shall pay a dividend or make a
        distribution on the Common Stock exclusively in Common Stock, the
        Applicable Conversion Price in effect at the opening of business on the
        day following the date fixed for the determination of stockholders
        entitled to receive such dividend or other distribution shall be reduced
        by multiplying such Applicable Conversion Price by a fraction of which
        the numerator shall be the number of shares of Common Stock outstanding
        at the close of business on the date fixed for such determination and
        the denominator shall be the sum of such number of shares and the total
        number of shares constituting such dividend or other distribution, such
        reduction to become effective immediately after the opening of business
        on the day following the date fixed for such determination. For the
        purposes of this subparagraph (i), the number of shares of Common Stock
        at any time outstanding shall not include shares held in the treasury of
        the Company. In the event that such dividend or distribution is not so
        paid or made, the Applicable Conversion Price shall again be adjusted to
        be the Applicable Conversion Price which would then be in effect if such
        dividend or distribution had not occurred.

               (ii) In case the Company shall pay or make a dividend or other
        distribution on its Common Stock consisting exclusively of, or shall
        otherwise issue to all holders of its Common Stock, rights or warrants,
        in each case entitling the holders thereof to subscribe for or purchase
        shares of Common Stock at a price per share less than the current market
        price per share (determined as provided in subparagraph (vii)) of the
        Common Stock on the date fixed for the determination of stockholders
        entitled to receive such rights or warrants, the Applicable Conversion
        Price in effect at the opening of business on the day following the date
        fixed for such determination shall be reduced by multiplying such
        Applicable Conversion Price by a fraction of which the numerator shall
        be the number of shares of Common Stock outstanding at the close of
        business on the date fixed for such determination plus the number of
        shares of Common Stock which the aggregate of the offering price of the
        total number of shares of Common Stock so offered for subscription or
        purchase would purchase at such current market price and the denominator
        shall be the number of shares of Common Stock outstanding at the close
        of business on the date fixed for such determination plus the number of
        shares of Common Stock so offered for subscription or purchase, such
        reduction to become effective immediately after the opening of business
        on the day following the date fixed for such determination. To the
        extent that rights are not so issued or shares of Common Stock are not
        so delivered after the expiration of such rights or warrants, the
        Applicable Conversion Price shall be readjusted to the Applicable


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<PAGE>   84

        Conversion Price which would then be in effect if such date fixed
        for the determination of stockholders entitled to receive such rights
        or warrants had not been fixed. For the purposes of this subparagraph
        (ii), the number of shares of Common Stock at any time
        outstanding shall not include shares held in the treasury of the
        Company.

               (iii) In case outstanding shares of Common Stock shall be
        subdivided into a greater number of shares of Common Stock, the
        Applicable Conversion Price in effect at the opening of business on the
        day following the day upon which such subdivision becomes effective
        shall be proportionately reduced and, conversely, in case outstanding
        shares of Common Stock shall each be combined into a smaller number of
        shares of Common Stock, the Applicable Conversion Price in effect at the
        opening of business on the day following the day upon which such
        combination becomes effective shall be proportionately increased, such
        reduction or increase, as the case may be, to become effective
        immediately after the opening of business on the day following the day
        upon which such subdivision or combination becomes effective.

               (iv) Subject to the last sentence of this subparagraph (iv), in
        case the Company shall, by dividend or otherwise, distribute to all
        holders of its Common Stock evidences of its indebtedness, shares of any
        class or series of capital stock, cash or assets (including securities,
        but excluding any rights or warrants referred to in subparagraph (ii) of
        this Section 13.03, any dividend or distribution paid exclusively in
        cash and any dividend or distribution referred to in subparagraph (i) of
        this Section 13.03), the Applicable Conversion Price shall be reduced so
        that the same shall equal the price determined by multiplying the
        Applicable Conversion Price in effect immediately prior to the
        effectiveness of the Applicable Conversion Price reduction contemplated
        by this subparagraph (iv) by a fraction of which the numerator shall be
        the current market price per share (determined as provided in
        subparagraph (vii) of this Section 13.03) of the Common Stock on the
        date fixed for the determination of stockholders entitled to receive
        such distribution (the "Reference Date") less the fair market value (as
        determined in good faith by the Board of Directors, whose determination
        shall be conclusive and described in a resolution of the Board of
        Directors), on the Reference Date, of the portion of the evidences of
        indebtedness, shares of capital stock, cash and assets so distributed
        applicable to one share of Common Stock and the denominator shall be
        such current market price per share of the Common Stock, such reduction
        to become effective immediately prior to the opening of business on the
        day following the Reference Date. In the event that such dividend or
        distribution is not so paid or made, the Applicable Conversion Price
        shall again be adjusted to be the Applicable Conversion Price which
        would then be in effect if such dividend or distribution had not
        occurred. For purposes of this subparagraph (iv), any


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<PAGE>   85

        dividend or distribution that includes shares of Common Stock or
        rights or warrants to subscribe for or purchase shares of Common Stock
        shall be deemed instead to be (1) a dividend or distribution of the
        evidences of indebtedness, shares of capital stock, cash or assets other
        than such shares of Common Stock or such rights or warrants (making any
        Applicable Conversion Price reduction required by this subparagraph
        (iv)) immediately followed by (2) a dividend or distribution of such
        shares of Common Stock or such rights or warrants (making any further
        Applicable Conversion Price reduction required by subparagraph (i) or
        (ii) of this Section 13.03), except any shares of Common Stock included
        in such dividend or distribution shall not be deemed "outstanding at the
        close of business on the date fixed for such determination" within the
        meaning of subparagraph (i) of this Section 13.03.

                  (v) In case the Company shall pay or make a dividend or other
        distribution on its Common Stock exclusively in cash (excluding (x) cash
        dividends that do not exceed the per share amount of the smallest of the
        immediately four preceding quarterly cash dividends (as adjusted to
        appropriately reflect any of the events referred to in subparagraphs
        (i), (ii), (iii), (iv), (v) and (vi)), and (y) cash dividends, the per
        share amount of which, together with the aggregate per share amount of
        any other cash dividends paid within the 12 months preceding the date of
        payment of such cash dividends, does not exceed 12.5% of the current
        market price per share (determined as provided in subparagraph (vii) of
        this Section 13.03) of the Common Stock on the Trading Day next
        preceding the date of declaration of such dividend, the Applicable
        Conversion Price shall be reduced so that the same shall equal the price
        determined by multiplying the Applicable Conversion Price in effect
        immediately prior to the effectiveness of the Applicable Conversion
        Price reduction contemplated by this subparagraph (v) by a fraction of
        which the numerator shall be the current market price per share
        (determined as provided in subparagraph (vii) of this Section 13.03) of
        the Common Stock on the date fixed for the payment of such distribution
        less the amount of cash so distributed and not excluded as provided
        applicable to one share of Common Stock and the denominator shall be
        such current market price per share of the Common Stock, such reduction
        to become effective immediately prior to the opening of business on the
        day following the date fixed for the payment of such distribution;
        provided, however, that in the event the portion of the cash so
        distributed applicable to one share of Common Stock is equal to or
        greater than the current market price per share (as defined in
        subparagraph (vii) of this Section 13.03) of the Common Stock on the
        record date mentioned above, in lieu of the foregoing adjustment,
        adequate provision shall be made so that each Holder of Securities shall
        have the right to receive upon conversion the amount of cash such Holder
        would have received had such Holder converted each Security immediately
        prior to the record date for the distribution of the cash. In the event



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<PAGE>   86

        that such dividend or distribution is not so paid or made, the
        Applicable Conversion Price shall again be adjusted to be the Applicable
        Conversion Price which would then be in effect if such record date had
        not been fixed.

               (vi) In case a tender or exchange offer (other than an odd-lot
        offer) made by the Company or any Subsidiary of the Company for all or
        any portion of the Company's Common Stock shall expire and such tender
        or exchange offer shall involve the payment by the Company or such
        Subsidiary of consideration per share of Common Stock having a fair
        market value (as determined in good faith by the Board of Directors,
        whose determination shall be conclusive and described in a resolution of
        the Board of Directors) at the last time (the "Expiration Time") tenders
        or exchanges may be made pursuant to such tender or exchange offer (as
        it shall have been amended) that exceeds 110% of the current market
        price per share (determined as provided in subparagraph (vii) of this
        Section 13.03) of the Common Stock on the Trading Day next succeeding
        the Expiration Time, the Applicable Conversion Price shall be reduced so
        that the same shall equal the price determined by multiplying the
        Applicable Conversion Price in effect immediately prior to the
        effectiveness of the Applicable Conversion Price reduction contemplated
        by this subparagraph (vi) by a fraction of which the numerator shall be
        the number of shares of Common Stock outstanding (including any tendered
        or exchanged shares) at the Expiration Time multiplied by the current
        market price per share (determined as provided in subparagraph (vii) of
        this Section 13.03) of the Common Stock on the Trading Day next
        succeeding the Expiration Time and the denominator shall be the sum of
        (x) the fair market value (determined as aforesaid) of the aggregate
        consideration payable to stockholders based on the acceptance (up to any
        maximum specified in the terms of the tender or exchange offer) of all
        shares validly tendered or exchanged and not withdrawn as of the
        Expiration Time (the shares deemed so accepted, up to any such maximum,
        being referred to as the "Purchased Shares") and (y) the product of the
        number of shares of Common Stock outstanding (less any Purchased Shares)
        at the Expiration Time and the current market price per share
        (determined as provided in subparagraph (vii) of this Section 13.03) of
        the Common Stock on the Trading Day next succeeding the Expiration Time,
        such reduction to become effective immediately prior to the opening of
        business on the day following the Expiration Time.

               (vii) For the purpose of any computation under subparagraphs
        (ii), (iv), (v) and (vi) of this Section 13.03, the current market price
        per share of Common Stock on any date in question shall be deemed to be
        the average of the daily Closing Prices for the ten consecutive Trading
        Days prior to the earlier of the day in question and, if applicable, the
        day before the "ex" date (as hereinafter defined) with respect to the
        issuance or distribution requiring such computation; provided,


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<PAGE>   87

        however, that if the day in question or the "ex" date for any
        event (other than the issuance or distribution requiring such
        computation) that requires an adjustment to the Applicable Conversion
        Price pursuant to Section 13.03 (ii), (iv), (v) or (vi) occurs during
        such 10 consecutive Trading Days, the Closing Price for each Trading Day
        prior to such date for such other event shall be adjusted by multiplying
        such Closing Price by the same fraction by which the Applicable
        Conversion Price is so required to be adjusted as a result of such other
        event. For purposes of this subparagraph (vii), the term "ex" date (I)
        when used with respect to any issuance or distribution, means the first
        date on which the Common Stock trades regular way on the relevant
        exchange or in the relevant market from which the Closing Price was
        obtained without the right to receive such issuance or distribution,
        (II) when used with respect to any subdivision or combination of shares
        of Common Stock, means the first date on which the Common Stock trades
        regular way on such exchange or in such market after the time at which
        such subdivision or combination becomes effective and (III) when used
        with respect to any tender or exchange offer means the first date on
        which the Common Stock trades regular way on such exchange or in such
        market after the Expiration Time of such offer. Notwithstanding the
        foregoing, whenever successive adjustments to the Applicable Conversion
        Price are called for pursuant to this Section 13.03, such adjustments
        shall be made to the current market price as may be necessary or
        appropriate to effectuate the intent of this Section 13.03 and to avoid
        unjust or inequitable results, as determined in good faith by the Board
        of Directors.

               (viii) The Company may make such reductions in the Applicable
        Conversion Price, in addition to those required by subparagraphs (i),
        (ii), (iii), (iv), (v) and (vi), as its Board of Directors considers to
        be advisable to avoid or diminish any income tax to holders of Common
        Stock or rights to purchase Common Stock resulting from any dividend or
        distribution of stock (or rights to acquire stock) or from any event
        treated as such for income tax purposes.

               (ix) No adjustment of the Applicable Conversion Price shall be
        made upon the issuance of any shares of Common Stock pursuant to any
        present or future plan providing for the reinvestment of dividends or
        interest payable on securities of the Company and the investment of
        additional optional amounts in shares of Common Stock or options or
        rights to purchase such shares pursuant to any present or future
        employee, director or consultant benefit plan or program of the Company
        or pursuant to any option, warrant, right, or exercisable, exchangeable
        or convertible security outstanding as of the date the Securities were
        first issued. There shall also be no adjustment of the Applicable
        Conversion Price in case of the issuance of any Common Stock (or
        securities convertible into or exchangeable for Common Stock), except as
        specifically described above. Furthermore, no adjustment in the
        Applicable Conversion Price shall be required unless such



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<PAGE>   88

        adjustment would require an increase or decrease of at least 1%
        in the Applicable Conversion Price; provided, however, that any
        adjustments which by reason of this subparagraph (ix) are not required
        to be made shall be carried forward and taken into account in
        determining whether any subsequent adjustment shall be required.

               SECTION 1.103 Reclassification, Consolidation, Merger or Sale of
Assets. In the event that the Company shall be a party to any transaction
(including without limitation (a) any recapitalization or reclassification of
the Common Stock (other than a change in par value, or from par value to no par
value, or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), (b) any consolidation of the Company with, or
merger of the Company into, any other Person, any merger of another Person into
the Company (other than a merger which does not result in a reclassification,
conversion, exchange or cancellation of outstanding shares of Common Stock of
the Company), (c) any sale or transfer of all or substantially all of the assets
of the Company or (d) any compulsory share exchange) (each of the events in the
preceding clauses (a) through (d) being referred to as a "Company Transaction"),
in each case, as a result of which shares of Common Stock shall be converted
into the right to receive other securities, cash or other property, then lawful
provision shall be made as part of the terms of such Company Transaction whereby
the Holder of each Security then outstanding shall have the right thereafter to
convert such Security only into (i) in the case of any such transaction other
than a Common Stock Fundamental Change, the kind and amount of securities, cash
and other property receivable upon consummation of such Company Transaction by a
holder of the number of shares of Common Stock of the Company into which such
Security could have been converted immediately prior to such Company
Transaction, after giving effect to any adjustment in the Applicable Conversion
Price required by the provision of Section 13.07(a)(i), and (ii) in the case of
a Company Transaction involving a Common Stock Fundamental Change, common stock
of the kind received by holders of Common Stock as a result of such Common Stock
Fundamental Change in an amount determined pursuant to the provisions of Section
13.07(a)(ii). Holders of the Securities shall have no voting rights with respect
to any Company Transaction described in this Section 13.04.

               The Company or the Person formed by such consolidation or
resulting from such merger or which acquired such assets or which acquires the
Company's shares, as the case may be, shall make provision in its certificate or
articles of incorporation or other constituent document to establish such right.
Such certificate or articles of incorporation or other constituent document
shall provide for adjustments which, for events subsequent to the effective date
of such certificate or articles of incorporation or other constituent document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article XIII. The above provisions shall similarly apply to
successive transactions of the foregoing type.



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<PAGE>   89

               SECTION 1.104 Notice of Adjustments of Conversion Price. Whenever
the Applicable Conversion Price is adjusted as herein provided:

               (a) the Company shall compute the adjusted Applicable Conversion
Price and shall prepare a certificate signed by the Chief Financial Officer or
the Treasurer of the Company setting forth the adjusted Applicable Conversion
Price and showing in reasonable detail the facts upon which such adjustment is
based, and such certificate shall forthwith be filed with the Trustee, the
Conversion Agent and the transfer agent for the Preferred Securities and the
Securities; and

               (b) a notice stating the Applicable Conversion Price has been
adjusted and setting forth the adjusted Applicable Conversion Price shall as
soon as practicable be mailed by the Company to all record Holders of Preferred
Securities and the Securities at their last addresses as they appear upon the
stock transfer books of the Company and the books and records of the Trust,
respectively.

               SECTION 1.105 Prior Notice of Certain Events.  In case:

               (i) the Company shall (1) declare any dividend (or any other
        distribution) on its Common Stock, other than (A) a dividend payable in
        shares of Common Stock or (B) a dividend payable in cash that would not
        require an adjustment pursuant to Section 13.03(iv) or (v) or (2)
        authorize a tender or exchange offer that would require an adjustment
        pursuant to Section 13.03(vi);

        (ii) the Company shall authorize the granting to all holders of
        Common Stock of rights or warrants to subscribe for or purchase any
        shares of stock of any class or series or of any other rights or
        warrants;

        (iii) of any reclassification of Common Stock (other than a
        subdivision or combination of the outstanding Common Stock, or a change
        in par value, or from par value to no par value, or from no par value to
        par value), or of any consolidation or merger to which the Company is a
        party and for which approval of any stockholders of the Company shall be
        required, or of the sale or transfer of all or substantially all of the
        assets of the Company or of any compulsory share exchange whereby the
        Common Stock is converted into other securities, cash or other property;
        or

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



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then the Company shall (a) if any Preferred Securities are outstanding, cause to
be filed with the transfer agent for the Preferred Securities, and shall cause
to be mailed to the Holders of record of the Preferred Securities, at their last
addresses as they shall appear upon the books and records of the Trust or (b) if
no Preferred Securities are outstanding, shall cause to be mailed to all Holders
at their last addresses as they shall appear in the Security Register, at least
fifteen days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record (if any) is to be
taken for the purpose of such dividend, distribution, rights or warrants or, if
a record is not to be taken, the date as of which the holders of Common Stock of
record to be entitled to such dividend, distribution, rights or warrants are to
be determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

               SECTION 1.106 Adjustments in Case of Fundamental Changes. (a)
Notwithstanding any other provision in this Article XIII to the contrary, in the
case of any Company Transaction involving a Fundamental Change, then the
Applicable Conversion Price will be adjusted immediately after such Fundamental
Change as follows:

               (i) in the case of a Non-Stock Fundamental Change, the Applicable
        Conversion Price of the Securities shall thereupon become the lower of
        (A) the Applicable Conversion Price immediately prior to such Non-Stock
        Fundamental Change, but after giving effect to any other prior
        adjustments effected pursuant to this Article XIII, and (B) the result
        obtained by multiplying the greater of the Relevant Price or the then
        applicable Reference Market Price by a fraction of which the numerator
        shall be $50 and the denominator shall be the then-current Optional
        Redemption Price or, on or prior to the Reset Date and at any time after
        the Reset Date at which the Securities are not redeemable at the option
        of the Company, an amount per Security determined by the Company in its
        sole discretion, after consultation with an investment banking firm, to
        be the equivalent of the hypothetical Redemption Price that would have
        been applicable if the Securities had been redeemable during such period
        (such fraction shall hereinafter be referred to as the "Optional
        Redemption Ratio") (such product shall hereinafter be referred to as the
        "Adjusted Relevant Price" or the "Adjusted Reference Market Price", as
        the case may be); and


                                       85
<PAGE>   91

        (ii) in the case of a Common Stock Fundamental Change, the
        Applicable Conversion Price of the Securities in effect immediately
        prior to such Common Stock Fundamental Change, but after giving effect
        to any other prior adjustments effected pursuant to this Article XIII,
        shall thereupon be adjusted by multiplying such Applicable Conversion
        Price by a fraction of which the numerator shall be the Purchaser Stock
        Price and the denominator shall be the Relevant Price; provided,
        however, that in the event of a Common Stock Fundamental Change in which
        (A) 100% of the value of the consideration received by a holder of
        Common Stock is common stock of the successor, acquiror or other third
        party (and cash, if any, is paid only with respect to any fractional
        interests in such common stock resulting from such Common Stock
        Fundamental Change) and (B) all of the Common Stock shall have been
        exchanged for, converted into or acquired for common stock (and cash
        with respect to fractional interests) of the successor, acquiror or
        other third party, the Applicable Conversion Price of the Securities in
        effect immediately prior to such Common Stock Fundamental Change shall
        thereupon be adjusted by multiplying such Applicable Conversion Price by
        a fraction of which the numerator shall be one and the denominator shall
        be the number of shares of common stock of the successor, acquiror, or
        other third party received by a stockholder for one share of Common
        Stock as a result of such Common Stock Fundamental Change.

               (b) Definitions. The following definitions shall apply to terms
used in this Article XIII:

               (1) "Closing Price" of any security on any day shall mean on any
        day the last reported sale price of such security on such day, or in
        case no sale takes place on such day, the average of the closing bid and
        asked prices in each case on the principal national securities exchange
        on which such securities are listed or admitted to trading or, if not
        listed or admitted to trading on any national securities exchange, on
        the NNM or, if such securities are not listed or admitted to trading on
        any national securities exchange or quoted on the NNM, the average of
        the closing bid and asked prices in the over-the-counter market as
        furnished by any New York Stock Exchange member firm selected by the
        Company for such purpose.

              (2) "Common Stock Fundamental Change" shall mean any Fundamental

        Change in which more than 50% of the value (as determined in good
        faith by the Board of Directors) of the consideration received by
        holders of Common Stock consists of common stock that for each of
        the ten consecutive Trading Days immediately prior to and including
        the Entitlement Date has been admitted for listing or admitted for
        listing subject to notice of issuance on a national securities



                                       86
<PAGE>   92

        exchange or quoted on the NNM, provided, however, that a
        Fundamental Change shall not be a Common Stock Fundamental Change unless
        either:

               (A) the Company continues to exist after the occurrence of the
               Fundamental Change and the Outstanding Preferred Securities
               continue to remain Outstanding without having been converted into
               another security; or

               (B) not later than the occurrence of the Fundamental Change, the
               Outstanding Securities are converted into or exchanged for
               debentures of a corporation succeeding to the business of the
               Company, which debentures have terms substantially similar to the
               Securities.

               (3) "Entitlement Date" shall mean the record date for
        determination of the holders of Common Stock entitled to receive
        securities, cash or other property in connection with a Non-Stock
        Fundamental Change or a Common Stock Fundamental Change or, if there is
        no such record date, the date upon which holders of Common Stock shall
        have the right to receive such securities, cash or other property.

               (4) "Fundamental Change" shall mean the occurrence of any
        transaction or event in connection with a Company Transaction pursuant
        to which all or substantially all of the Common Stock shall be exchanged
        for, converted into, acquired for or constitute solely the right to
        receive securities, cash or other property (whether by means of an
        exchange offer, liquidation, tender offer, consolidation, merger,
        combination, reclassification, recapitalization or otherwise); provided,
        however, in the case of a Company Transaction involving more than one
        such transaction or event, for purposes of adjustment of the Applicable
        Conversion Price, such Fundamental Change shall be deemed to have
        occurred when substantially all of the Common Stock of the Company shall
        be exchanged for, converted into, or acquired for or constitute solely
        the right to receive securities, cash or other property, but the
        adjustment shall be based upon the highest weighted average of
        consideration per share that a holder of Common Stock could have
        received in such transactions or events as a result of which more than
        50% of the Common Stock of the Company shall have been exchanged for,
        converted into, or acquired for or constitute solely the right to
        receive securities, cash or other property.

               (5)  "Non-Stock Fundamental Change" shall mean any Fundamental
        Change other than a Common Stock Fundamental Change.




                                       87
<PAGE>   93

               (6) "Purchaser Stock Price" shall mean, with respect to any
        Common Stock Fundamental Change, the average of the daily Closing Prices
        of the common stock received in such Common Stock Fundamental Change for
        the ten consecutive Trading Days prior to and including the Entitlement
        Date, as adjusted in good faith by the Board of Directors to
        appropriately reflect any of the events referred to in subparagraphs
        (i), (ii), (iii), (iv), (v) and (vi) of Section 13.03.

               (7) "Reference Market Price" shall initially mean on the date of
        original issuance of the Securities,$53.8125 (which is an amount derived
        from the product of 66_% times the last reported sale price for the
        Common Stock on the New York Stock Exchange Composite Tape on January
        25, 2000, rounded to the nearest one-sixteenth) and, in the event of any
        adjustment to the Applicable Conversion Price from such date to (but
        excluding) the Reset Date, other than as a result of a Non-Stock
        Fundamental Change, the Reference Market Price shall also be adjusted so
        that the ratio of the Reference Market Price to the Applicable
        Conversion Price after giving effect to any such adjustment shall always
        be the same as the ratio of $53.8125 to the Initial Conversion Price. If
        the Securities are convertible into Common Stock on and after the Reset
        Date, the Reference Market Price on such date will be an amount equal to
        the product of 66_% times the Closing Price of the Common Stock on the
        Reset Date (such product rounded to the nearest one-sixteenth) and, in
        the event of any adjustment to the Applicable Conversion Price from the
        Reset Date and thereafter, other than as a result of a Non-Stock
        Fundamental Change, the Reference Market Price shall also be adjusted so
        that the ratio of the Reference Market Price to the Applicable
        Conversion Price after giving effect to any such adjustment shall always
        be the same as the ratio of the Closing Price of the Common Stock on the
        Reset Date to the Term Conversion Price.

               (8) "Relevant Price" shall mean (i) in the event of a Non-Stock
        Fundamental Change in which the holders of the Common Stock receive only
        cash, the amount of cash received by a stockholder for one share of
        Common Stock and (ii) in the event of any other Non-Stock Fundamental
        Change or any Common Stock Fundamental Change, the average of the daily
        Closing Prices of the Common Stock for the ten consecutive Trading Days
        prior to and including the Entitlement Date, in each case, as adjusted
        in good faith by the Company to appropriately reflect any of the events
        referred to in subparagraphs (i), (ii), (iii), (iv), (v) and (vi) of
        Section 13.03.

               (9) "Trading Day" shall mean a day on which securities are traded
        on the national securities exchange or quotation system used to
        determine the Closing Price.




                                       88
<PAGE>   94

               SECTION 1.107 Dividend or Interest Reinvestment Plans. (a)
Notwithstanding the foregoing provisions, the issuance of any shares of Common
Stock pursuant to any present or future plan providing for the reinvestment of
dividends or interest payable on securities of the Company and the investment of
additional optional amounts in shares of Common Stock under any such plan, and
the issuance of any shares of Common Stock or options or rights to purchase such
shares pursuant to any employee benefit plan or program of the Company or
pursuant to any option, warrant, right or exercisable, exchangeable or
convertible security outstanding as of the date the Securities were first
issued, shall not be deemed to constitute an issuance of Common Stock or
exercisable, exchangeable or convertible securities by the Company to which any
of the adjustment provisions described above applies.

               (b) There shall also be no adjustment of the Applicable
Conversion Price in case of the issuance of any stock (or securities convertible
into or exchangeable for stock) of the Company except as specifically described
in this Article XIII.

               SECTION 1.108 Certain Additional Rights. Notwithstanding any
other provision of this Article XIII to the contrary, rights, warrants,
evidences of indebtedness, other securities, cash or other assets (including,
without limitation, any rights distributed pursuant to any stockholder rights
plan) shall be deemed not to have been distributed for purposes of this Article
XIII if the Company makes proper provision so that each Holder who converts a
Security (or any portion thereof) after the date fixed for determination of
stockholders entitled to receive such distribution shall be entitled to receive
upon such conversion, in addition to the shares of Common Stock issuable upon
such conversion, the amount and kind of such distributions that such Holder
would have been entitled to receive if such Holder had, immediately prior to
such determination date, converted such Security into Common Stock.

               SECTION 1.109 Restrictions on Common Stock Issuable Upon
Conversion. (a) Shares of Common Stock to be issued upon conversion of a
Security in respect of Restricted Preferred Securities (as defined in the
Declaration) shall bear such restrictive legends as the Company may provide in
accordance with applicable law.

               (b) If shares of Common Stock to be issued upon conversion of a
Security in respect of Restricted Preferred Securities are to be registered in a
name other than that of the Holder of such Preferred Security, then the Person
in whose name such shares of Common Stock are to be registered must deliver to
the Conversion Agent a certificate satisfactory to the Company and signed by
such Person, as to compliance with the restrictions on transfer applicable to
such Preferred Security. Neither the Trustee nor any Conversion Agent or
Registrar shall be required to register in a name other than that of the Holder
shares of Common Stock or such Preferred Securities issued upon conversion of
any such Security in respect of such Preferred Securities not so accompanied by
a properly completed certificate.



                                       89
<PAGE>   95

               SECTION 1.110 Trustee Not Responsible for Determining Conversion
Price or Adjustments. Neither the Trustee nor any Conversion Agent shall at any
time be under any duty or responsibility to any Holder of any Security to
determine whether any facts exist which may require any adjustment of the
Applicable Conversion Price, or with respect to the nature or extent of any such
adjustment when made, or with respect to the method employed, or herein or in
any supplemental indenture provided to be employed, in making the same. Neither
the Trustee nor any Conversion Agent shall be accountable with respect to the
validity or value (or the kind or amount) of any shares of Common Stock or of
any securities or property, which may at any time be issued or delivered upon
the conversion of any Security; and neither the Trustee nor any Conversion Agent
makes any representation with respect thereto. Neither the Trustee nor any
Conversion Agent shall be responsible for any failure of the Company to make any
cash payment or to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property upon the surrender of any
Security for the purpose of conversion, or, except as expressly herein provided,
to comply with any of the covenants of the Company contained in Article X or
this Article XIII.

                            [Signature page follows.]




                                       90
<PAGE>   96

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


        IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, as of the day and year first above written.


                                     CALPINE CORPORATION


                                     By:______________________________________
                                     Name:
                                     Title:


                                     THE BANK OF NEW YORK, as Trustee


                                     By: ______________________________________
                                     Name:
                                     Title:


<PAGE>   97
                                    EXHIBIT A

                                FORM OF SECURITY

                           [FORM OF FACE OF SECURITY]

[Include if a Global Security: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR A SECURITY REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK) TO CALPINE CORPORATION OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.]

[Include Restricted Securities Legend if required under Section 2.02: THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), AND THIS SECURITY AND ANY COMMON STOCK OF THE COMPANY ISSUABLE UPON
CONVERSION THEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
MAY BE RELYING ON THE


                                       1
<PAGE>   98

EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER AND THE COMPANY
THAT (A) THIS SECURITY AND ANY CLASS A COMMON STOCK OF THE COMPANY ISSUABLE UPON
CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED,
ONLY (i) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
AVAILABLE) OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (i) THROUGH (iii) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN (A) ABOVE.]


                               CALPINE CORPORATION

                            Convertible Subordinated
                               Debenture Due 2030

No.                                                                   $[______]
                                                             [CUSIP No. ______]

               CALPINE CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (herein called "the Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to __________, or registered assigns,
the principal sum [indicated on Schedule A hereof](1) [of [Amount]](2) ($[____])
on February 1, 2030.



--------------------
  (1) Applicable to Global Securities only.

  (2) Applicable to certificated Securities only.


                                       2
<PAGE>   99

Interest Payment Dates:      February 1, May 1, August 1 and November 1,
                             commencing May 1, 2000

Regular Record Dates:        The close of business on the fifteenth day of each
                             January, May, August and November immediately
                             preceding the applicable Interest Payment Date

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

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



                                       3
<PAGE>   100




               IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers.

Dated: January 31, 2000,

                                           CALPINE CORPORATION


                                           By:________________________
                                           Name:
                                           Title:



                              TRUSTEE'S CERTIFICATE
                                OF AUTHENTICATION

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


Dated: January 31, 2000                     THE BANK OF NEW YORK,
                                            as Trustee


                                            By: _______________________
                                                   Authorized Signatory


                                       4

<PAGE>   101


                          [FORM OF REVERSE OF SECURITY]

                               CALPINE CORPORATION

                            Convertible Subordinated
                               Debenture Due 2030(3)

      1. Interest. CALPINE CORPORATION, a Delaware corporation (the "Company"),
is the issuer of this Convertible Subordinated Debenture Due 2030 (the
"Security") limited in aggregate principal amount to $309,278,400 (or up to
$371,134,100 to the extent the option granted by the Trust is exercised in
full), issued under the Indenture hereinafter referred to. The Company promises
to pay interest on the Securities in cash from January 31, 2000 or from the most
recent interest payment date to which interest has been paid or duly provided
for, quarterly (subject to deferral for up to 20 consecutive quarters as
described in Section 3 hereof) in arrears on February 1, May 1, August 1 and
November 1 of each year (each such date, an "Interest Payment Date"), commencing
May 1, 2000, at the Applicable Rate, plus Additional Payments, if any, until the
principal hereof shall have become due and payable. If the Reset Date is prior
to the Regular Record Date for the immediately following Interest Payment Date,
then interest and Additional Amounts, if any, accrued from and after the Reset
Date to but excluding the immediately following Interest Payment Date shall be
paid on such Interest Payment Date to the person in whose name each Security is
registered on the relevant Regular Record Date, subject to the right of the
Company to initiate a Deferral Period. If the Reset Date is on or after the
Regular Record Date for the immediately following Interest Payment Date, then
(1) interest and Additional Amounts, if any, accrued from and after the Regular
Record Date to but excluding the Reset Date shall be paid on the immediately
following Interest Payment Date to the person in whose name each Security is
registered on the relevant Regular Record Date and (2) interest and Additional
Amounts, if any, accrued from and after the Reset Date to but excluding the
immediately following Interest Payment Date shall be paid on the second Interest
Payment Date immediately following the Reset Date to the person in whose name
each Security is registered on the relevant Regular Record Date for such second
Interest Payment Date, subject in each case to the right of the Company to
initiate a Deferral Period. Prior to the Reset Date, the Applicable Rate shall
be 5.50% per annum. On and after the Reset Date, the Applicable Rate shall


--------
 (3) All terms used in this Security which are defined in the Indenture or in
the Declaration referred to herein shall have the meanings assigned to them in
the Indenture or the Declaration, as the case may be.

<PAGE>   102




be the rate established by the Remarketing Agent to be effective on the Reset
Date. Upon a Registration Default, the Applicable Rate shall be adjusted as set
forth in the Registration Rights Agreement.

               The amount of interest payable for any period will be computed on
the basis of twelve 30-day months and a 360-day year. To the extent lawful, the
Company shall pay interest on overdue installments of interest (without regard
to any applicable grace period) at the rate borne by the Securities, compounded
quarterly. Any interest paid on this Security shall be increased to the extent
necessary to pay Additional Sums as set forth in this Security.

               2. Additional Amounts. The Company shall pay to Calpine Capital
Trust II (and its permitted successors or assigns under the Declaration) (the
"Trust") such additional amounts as may be necessary in order that the amount of
dividends or other distributions then due and payable by the Trust on the
Preferred Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of any additional taxes, duties
and other governmental charges of whatever nature (other than withholding taxes)
imposed by the United States or any other taxing authority.

               3. Extension of Interest Payment Period. So long as no Event of
Default has occurred and is continuing, the Company shall have the right, at any
time during the term of this Security, from time to time to defer payments of
interest by extending the interest payment period of such Security for up to 20
consecutive quarters (a "Deferral Period"); provided that no Deferral Period may
extend beyond (i) the maturity (whether at February 1, 2030 or by declaration of
acceleration, call for redemption or otherwise) or (ii) in the case of a
Deferral Period that begins prior to the Reset Date, the Reset Date. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
Section 3.13 of the Indenture, will bear interest thereon at the Applicable Rate
compounded quarterly for each quarter of the Deferral Period ("Compounded
Interest"). On the applicable Payment Resumption Date, the Company shall pay all
interest then accrued and unpaid on the Securities, including any Compounded
Interest that shall be payable to the Holders of the Securities in whose names
the Securities are registered in the Security Register on the record date fixed
for such Payment Resumption Date. Before the termination of any Deferral Period,
the Company may further extend such period, provided that such period together
with all such further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond (i) the maturity (whether at February 1, 2030 or by
declaration of acceleration, call for redemption or otherwise) or (ii) in the
case of a Deferral Period that begins prior to the Reset Date, the Reset Date.
Upon the termination of any Deferral Period and upon the payment of all
Compounded Interest and Additional Sums (together, "Additional Payments"), if
any, then due, the Company may commence a new Deferral



<PAGE>   103

Period, subject to the foregoing requirements. No interest shall be due and
payable during a Deferral Period except on the applicable Payment Resumption
Date.

               The Company shall give the Holder of the Security and the Trustee
written notice (a "Deferral Notice") of its selection of a Deferral Period at
least ten days prior to the record date for any distributions that would have
been payable on the Trust Securities except for the decision to begin or extend
such Deferral Period. The Company may elect to pay all interest then accrued and
unpaid on the Securities, including Compounded Interest, on an Interest Payment
Date prior to its most recently established Payment Resumption Date, provided
that the Company gives the Holder of the Security and the Trustee a new Deferral
Notice setting forth the revised Payment Resumption Date at least three Business
Days prior to the Regular Record Date for such revised Payment Resumption Date.

               The quarter in which any Deferral Notice is given pursuant to the
second paragraph of this Section 3 shall be counted as one of the 20 quarters
permitted in the maximum Deferral Period permitted under the first paragraph of
this Section 3.

               4. Method of Payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest installment, which shall be the close of business
on the fifteenth day of January, April, July or October as applicable,
immediately preceding each Interest Payment Date (the "Regular Record Date"),
commencing January 15, 2000, or such other Person as described herein or
therein. If the Reset Date is prior to the Regular Record Date for the
immediately following Interest Payment Date, then interest and Additional
Amounts, if any, accrued from and after the Reset Date to but excluding the
immediately following Interest Payment Date shall be paid on such Interest
Payment Date to the person in whose name each Security is registered on the
relevant Regular Record Date, subject to the right of the Company to initiate a
Deferral Period. If the Reset Date is on or after the Regular Record Date for
the immediately following Interest Payment Date, then (1) interest and
Additional Amounts, if any, accrued from and after the Regular Record Date to
but excluding the Reset Date shall be paid on the immediately following Interest
Payment Date to the person in whose name each Security is registered on the
relevant Regular Record Date and (2) interest and Additional Amounts, if any,
accrued from and after the Reset Date to but excluding the immediately following
Interest Payment Date shall be paid on the second Interest Payment Date
immediately following the Reset Date to the person in whose name each Security
is registered on the relevant Regular Record Date for such second Interest
Payment Date, subject in each case to the right of the Company to initiate a
Deferral Period. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may



                                       3
<PAGE>   104

either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities not less than
ten days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture; provided that
any such payment will be made in such coin or currency of the United States of
America which at the time is a legal tender for payment of public and private
debts.

               Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in New
York, New York, in such coin or currency of the United States of America which
at the time of payment is legal tender for payment of public and private debts;
provided, however, that at any time that the Property Trustee is not the sole
Holder of the Securities, payment of interest may, at the option of the Company,
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer.

               5. Paying Agent and Security Registrar. The Trustee will act as
Paying Agent, Security Registrar and Conversion Agent. The Company may change
any Paying Agent, Security Registrar, co-registrar or Conversion Agent without
prior notice. The Company or any of its Affiliates may act in any such capacity.

               6. Indenture. The Company issued the Securities under an
indenture, dated as of January 31, 2000 (the "Indenture"), between the Company
and The Bank of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Trustee, the Company and the Holders of the Securities, and of the terms
upon which the Securities are, and are to be, authenticated and delivered. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) (the "Trust Indenture Act") as in effect on the date of the
Indenture. The Securities are subject to, and qualified by, all such terms,
certain of which are summarized hereon, and Holders are referred to the
Indenture and the Trust Indenture Act for a statement of such terms. The
Securities are unsecured general obligations of the Company limited to
$309,278,400 in aggregate principal amount (or up to $371,134,100 to the extent
the option granted by the Trust is exercised in full) and subordinated in right
of payment to all existing and future Senior Debt of the Company. 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 the principal of



                                       4
<PAGE>   105

and interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed or to convert this Security as provided in the
Indenture.

               7. Optional Redemption. The Securities are redeemable at the
Company's option at any time and from time to time (an "Optional Redemption")
(i) in whole or in part, at any time or from time to time, prior to the Reset
Date but on or after February 5, 2003 until (but excluding) the Tender
Notification Date, at a Redemption Price (the "Initial Redemption Price") equal
to the prices per $50 principal amount of Securities set forth in the table
below, plus any accrued and unpaid interest, including Additional Payments, if
any, to the Redemption Date, if redeemed during the 12-month period ending on
February 5:


<TABLE>
<CAPTION>

                                                   Price Per $50
                                                     Principal
                Year                                   Amount
                ----                               -------------
                <S>                                <C>
                2004 ............................      $50.6875

                2005 ............................      $50.0000;
</TABLE>

(ii) after the Reset Date (except in the event of a Failed Final Remarketing),
in accordance with the Term Call protections, if any, established in connection
with the Remarketing and (iii) in whole or in part, at any time on or after the
third anniversary of the Reset Date following a Failed Final Remarketing at a
redemption price equal to 100% of the then outstanding aggregate principal
amount of the Securities to be redeemed, plus accrued and unpaid interest
thereon.

               If the Company desires to consummate an Optional Redemption, it
must cause to be sent, at its own expense, notice of such intent (an "Optional
Redemption Notice"), via first-class mail, postage prepaid, to each Holder of
Securities to be redeemed, at such Holder's address appearing in the Security
Register. Holders receiving an Optional Redemption Notice have the right, upon
notification of the Trustee and the Conversion Agent on or prior to the Optional
Redemption Date, to convert their Securities called for redemption into common
stock of the Company, par value $.001 per share ("Common Stock"), at the
Applicable Conversion Ratio prior to the Optional Redemption Date in compliance
with Article XIII of the Indenture. "Optional Redemption Date" means the date
which is not less than 20, nor more than 60, days following the date on which
the Optional Redemption Notice is sent, as specified in the Optional Redemption
Notice (or if such date is not a Business Day, the next succeeding Business
Day).


                                       5
<PAGE>   106

               Securities in denominations larger than $50 may be redeemed in
part but only in integral multiples of $50. In the event of a redemption of less
than all of the Securities, the Securities will be chosen for redemption by the
Trustee pro rata in accordance with the Indenture. In the event of redemption of
this Security in part only, a new Security or Securities for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. On and after the Redemption Date, interest ceases to accrue
on the Securities or portions of them called for redemption.

               8. The Remarketing. At least 30 Business Days but not more than
90 Business Days prior to February 1, 2005, the Company will cause a notice to
be sent to all Holders of Securities stating whether it intends to remarket the
Securities as Securities which will be convertible into Common Stock or which
will be nonconvertible. All Securities will be deemed tendered for remarketing
unless the Holder thereof delivers irrevocable notice to the contrary to the
Tender Agent prior to 5:00 pm New York Time on the Tender Notification Date (or,
if such day is not a Business Day, the next succeeding Business Day)(the "Tender
Notification Date"). The Remarketing Agent will establish, pursuant to the terms
of the Remarketing Agreement, the Term Provisions, including the Term Rate at
which interest will accrue on the Securities, to be effective beginning on the
Reset Date. A Holder of Securities that has not duly given notice that it will
retain its Securities will cease to have any further rights with respect to such
Securities upon the successful remarketing thereof, except the right of such
Holder to receive an amount equal to (i) from the proceeds of the Remarketing,
101% of the aggregate principal amount of the Securities, plus (ii) from the
Company, any accrued but unpaid interest (including Additional Payments, if any)
to (but excluding) the Reset Date. In the event of a Failed Final Remarketing,
the Remarketing Agent will set the Term Provisions in accordance with the
Remarketing Agreement.

               9. Optional Redemption Upon Tax Event. Subject to the conditions
set forth in the Indenture, the Securities are subject to redemption in whole,
but not in part, if a Tax Event shall occur and be continuing, at any time
within 90 days following the occurrence of such Tax Event, at a Redemption Price
equal to $50 per $50 principal amount thereof, plus accrued but unpaid interest,
including Additional Payments, if any, to the Redemption Date.

               In lieu of the foregoing, the Company shall also have the option
of causing the Securities to remain outstanding and pay Additional Sums on the
Securities.

               10. Notice of Redemption in Connection with a Tax Event. In case
of a redemption in connection with a Tax Event, notice of redemption will be
mailed by first-class mail, postage prepaid, at least 30 days but not more than
60 days before the Redemption Date to each Holder of the Securities to be
redeemed at such Holder's address appearing in the Security Register.



                                       6
<PAGE>   107

               11. Mandatory Redemption. The Securities will mature, and the
Company must redeem the securities in whole and not in part, on February 1, 2030
at a price equal to the aggregate principal amount thereof, plus accrued and
unpaid interest, including Additional Payments, if any, to the Redemption Date.
The failure of the Company to redeem all Outstanding Securities on February 1,
2030 shall constitute an Event of Default.

               12.  No Sinking Fund.  There are no sinking fund payments with
respect to the Securities.

               13.  Payment to Registered Holders; Cessation of Interest
Accrual Upon Redemption.

               If this Security is redeemed subsequent to a Regular Record Date
with respect to any Interest Payment Date specified above and on or prior to
such Interest Payment Date, then any accrued interest (and Additional Payments,
if any) will be paid to the person in whose name this Security is registered at
the close of business on such record date.

               On or after the Redemption Date, interest will cease to accrue on
the Securities, or portion thereof, called for redemption.

               14. Subordination. The payment of the principal of, interest on
or any other amounts due on the Securities is subordinated in right of payment
to all existing and future Senior Debt (as defined below) of the Company, as
described in the Indenture. Each Holder, by accepting a Security, agrees to such
subordination and authorizes and directs the Trustee on its behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and appoints the Trustee as its attorney-in-fact for such purpose.

               "Senior Debt" means (i) all indebtedness of the Company evidenced
by securities, debentures, bonds or other similar instruments issued by the
Company, (ii) all obligations to make payment pursuant to the terms of financial
instruments, such as (a) securities contracts and foreign currency exchange
contracts, (b) derivative instruments, such as swap agreements (including
interest rate and foreign exchange rate swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange
agreements, options, commodity futures contracts and commodity options
contracts, and (c) similar financial instruments; except, in the case of (i)
above, such indebtedness and obligations that are expressly stated to rank
junior in right of payment to, or pari passu in right of payment with, the
Securities, (iii) and indebtedness or obligations of others of the kind
described in (i) and (ii) above for the


                                       7
<PAGE>   108

payment of which the Company is responsible or liable as guarantor or otherwise
and (iv) deferrals, renewals or extensions of any such Senior Debt; provided,
however, that Senior Debt shall not be deemed to include (a) any Debt of the
Company which, when incurred and without respect to any election under Section
1111(b) of the United States Bankruptcy Code of 1978, was without recourse to
the Company, (b) trade accounts payable and accrued liabilities arising in the
ordinary course of business, which will not constitute Debt for purposes of the
Preferred Securities, (c) any Debt of the Company to any of its subsidiaries,
except to the extent incurred for the benefit of third parties, (d) Debt to any
employee of the Company and (e) Debt that expressly provides that it is not
senior in right of payment to the Securities.

               15. Conversion. The Holder of any Security has the right,
exercisable at any time prior to 5:00 p.m. New York City time, on or prior to
the Tender Notification Date or, in the event of a Convertible Remarketing or a
Failed Final Remarketing, from and after the Reset Date through February 1, 2030
(except that Securities called for redemption by the Company will be convertible
at any time prior to 5:00 p.m., New York City time, on any Redemption Date) to
convert the principal amount thereof (or any portion thereof that is an integral
multiple of $50) into shares of Common Stock. On or Prior to the Tender
Notification Date, each Security is convertible, at the option of the Holder
into 0.4881 shares of Common Stock for each $50 in aggregate principal amount of
Securities (equivalent to a conversion price of $102.4375 per share of Common
Stock). On and after the Reset Date, the Securities may, at the option of the
Company and subject to the results of the Remarketing, become nonconvertible or
convertible into a different number of shares of Common Stock. The conversion
ratio and equivalent conversion price in effect at any time are known as the
"Applicable Conversion Price" and the "Applicable Conversion Ratio,"
respectively, and are subject to adjustment under certain circumstances. If a
Security is called for redemption, the conversion right will terminate at 5:00
p.m. New York City time on the corresponding Redemption Date, unless the Company
defaults in making the payment due upon redemption.

                To convert a Security, a Holder must (1) complete and sign a
conversion notice substantially in the form attached hereto, (2) surrender the
Security to a Conversion Agent, (3) furnish appropriate endorsements or transfer
documents if required by the Security Registrar or Conversion Agent and (4) pay
any transfer or similar tax, if required. Upon conversion, no adjustment or
payment will be made for interest or dividends, but if any Holder surrenders a
Security for conversion after the close of business on the Regular Record Date
for the payment of an installment of interest and prior to the opening of
business on the next Interest Payment Date, then, notwithstanding such
conversion, the interest payable on such Interest Payment Date will be paid to
the registered Holder of such Security on such Regular Record Date. In such
event, such Security, when surrendered for conversion, need not be accompanied
by payment of an amount equal to the interest payable on such Interest Payment
Date on the portion so


                                       8
<PAGE>   109

converted. The number of shares issuable upon conversion of a Security is
determined by dividing the principal amount of the Security converted by the
Applicable Conversion Price in effect on the Conversion Date. No fractional
shares will be issued upon conversion but a cash adjustment will be made for any
fractional interest. The outstanding principal amount of any Security shall be
reduced by the portion of the principal amount thereof converted into shares of
Common Stock.

               16. Registration Rights. In addition to the rights provided to
Holders of Securities in the Indenture, Holders of Restricted Securities shall
have all the rights set forth in the Registration Rights Agreement.

               17. Registration, Transfer, Exchange and Denominations. 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 New York, New York, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

               The Securities are issuable only in registered form without
coupons in denominations of $50 and integral multiples thereof. 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. In the event of redemption or
conversion of this Security in part only, a new Security or Securities for the
unredeemed or unconverted portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.

               18. Persons Deemed Owners. Except as provided in Section 3
hereof, the registered Holder of a Security may be treated as its owner for all
purposes.

               19. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent shall
pay the money back to the Company at its written request. After that, Holders of
Securities entitled to the money must look to the Company for payment unless an
abandoned property law



                                       9
<PAGE>   110

designates another Person and all liability of the Trustee and such Paying Agent
with respect to such money shall cease.

               20. Events of Default and Remedies. The Securities shall have the
Events of Default as set forth in Section 5.01 of the Indenture. Subject to
certain limitations in the Indenture, if an Event of Default occurs and is
continuing, the Trustee by notice to the Company or the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities by notice to the
Company and the Trustee may declare all amounts payable on the Securities
(including any Additional Payments) to be due and payable immediately; provided
that, if the Property Trustee is the sole Holder of the Securities and if upon
an Event of Default, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the then Outstanding Securities fail to declare
the principal of all the Securities to be immediately due and payable, the
Holders of at least 25% in aggregate liquidation amount of Preferred Securities
then outstanding shall have such right by a notice in writing to the Company and
the Trustee, and upon any such declaration such principal and all accrued
interest (and Additional Payments, if any) shall become immediately due and
payable. The Holders of a majority in aggregate principal amount of the
Outstanding Securities may annul such declaration and waive the default by
written notice to the Property Trustee, the Company and the Trustee if the
default (other than the nonpayment of the principal of these Securities which
has become due solely by such acceleration) has been cured and a sum sufficient
to pay all matured installments of interest (and Additional Payments, if any)
and principal due otherwise than by acceleration has been deposited with the
Trustee. Should the Holders of the Securities of such a series fail to annul
such declaration and waive such default, the Holders of a majority in aggregate
liquidation amount of the Preferred Securities shall have such right. Upon the
effectiveness of any such declaration such principal amount (or specified
amount) of and the accrued interest (including any Additional Payments) on all
the Securities of such series shall then become immediately due and payable; and
provided further that the payment of principal and interest on such Securities
shall remain subordinated to the extent provided in the Indenture.

               In the case of an Event of Default, the Holders of a majority in
principal amount of the Securities then Outstanding by written notice to the
Trustee may rescind an acceleration and its consequences if the rescission would
not conflict with any judgment or decree and if all existing Events of Default
have been cured or waived except nonpayment of principal or interest that has
become due solely because of the acceleration.

               Holders may not enforce the Indenture or the Securities except as
provided in the Indenture. Subject to certain limitations, Holders of a majority
in principal amount of the Outstanding Securities issued under the Indenture may
direct the Trustee in its exercise of any trust or power. The Company must
furnish annually compliance



                                       10
<PAGE>   111

certificates to the Trustee. The above description of Events of Default and
remedies is qualified by reference to, and subject in its entirety by, the more
complete description thereof contained in the Indenture.

               21. Amendments, Supplements and Waivers. The Indenture permits,
subject to the rights of the Holders of Preferred Securities set forth therein
and in the Declaration and with certain other 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 under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Securities at the
time Outstanding, on behalf of the Holders of all the Securities, subject to the
rights of the Holders of the Preferred Securities set forth therein and in the
Declaration, 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 the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. The above description of amendments, supplements and
waivers is qualified by reference to, and subject in its entirety by the more
complete description thereof contained in the Indenture.

               22. Trustee Dealings with the Company. The Trustee, in its
individual or any other capacity may become the owner or pledgee of the
Securities and may otherwise deal with the Company or an Affiliate with the same
rights it would have, as if it were not a Trustee, subject to certain
limitations provided for in the Indenture and in the Trust Indenture Act. Any
Agent may do the same with like rights.

               23. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Securities by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

               24. GOVERNING LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN THE INDENTURE AND THE SECURITIES WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.

               25. Authentication. The Securities shall not be valid until
authenticated by the manual signature of an authorized officer of the Trustee or
an authenticating agent.



                                       11
<PAGE>   112

               26. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).

               The Company will furnish to any Holder of the Securities upon
written request and without charge a copy of the Indenture. Request may be made
to:

                             Calpine Corporation
                             50 West San Fernando Street
                             San Jose, California 95113



                                       12
<PAGE>   113

                                 ASSIGNMENT FORM


                To assign this Security, fill in the form below:

                (I) or (we) assign and transfer this Security to

-------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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


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


-------------------------------------------------------------------------------
                  (Print or type assignee's name, address and zip code)


and irrevocably appoint
                        -------------------------------------------------------
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.


   Your Signature:
                   ----------------------------------------------------------
                   (Sign exactly as your name appears on the other side of this
                   Security)

   Date:
        --------------------------

   Signature Guarantee:(4)
                        -------------------------------------------------------



----------
 (4) (Signature must be guaranteed by an "eligible guarantor institution" that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition, to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)


                                       1
<PAGE>   114

[Include the following if the Security bears a Restricted Securities Legend --

In connection with any transfer of any of the Securities evidenced by this
certificate, the undersigned confirms that such Securities are being:

CHECK ONE BOX BELOW

        (1)    [ ]    exchanged for the undersigned's own account without
                      transfer; or

        (2)    [ ]    transferred pursuant to and in compliance with Rule
                      144A under the Securities Act of 1933; or

        (3)    [ ]    transferred pursuant to another available exemption
                      from the registration requirements of the Securities Act
                      of 1933; or

        (4)    [ ]    transferred pursuant to an effective registration
                      statement under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (2) or (3) is
checked, the Trustee may require, prior to registering any such transfer of the
Securities such legal opinions, certifications and other information as the
Company has reasonably requested to confirm that such transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act of 1933, such as the exemption
provided by Rule 144 under such Act.



                                                 Signature




--------------------------------------------
STAMP, all in accordance with the Securities Exchange Act of 1934, (as amended.)




                                        2
<PAGE>   115




Signature Guarantee:(5)



Signature must be guaranteed          Signature


-------------------------------------------------------------------------------
             [TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.]


               The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information
regarding the Company as the undersigned has requested pursuant to Rule 144A or
has determined not to request such information and that it is aware that the
transferor is relying upon the undersigned's foregoing representations in order
to claim the exemption from registration provided by Rule 144A.


Dated:
      ------------------------
                                            NOTICE:  [To be executed by
                                                     an executive officer]


-----------
 (5) (Signature must be guaranteed by an "eligible guarantor institution" that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities Transfer Agents Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.)



                                       3

<PAGE>   116







                      [TO BE ATTACHED TO GLOBAL SECURITIES]

                                   SCHEDULE A

               The initial principal amount of this Global Security shall be
$____. The following increases or decreases in the principal amount of this
Global Security have been made:

<TABLE>
<CAPTION>

=====================================================================================
                    Amount of
                    increase in
                    Principal
                    Amount of this
                    Global                            Principal         Signature of
                    Security         Amount of        Amount of this    authorized
                    including upon   decrease in      Global Security   officer of
                    exercise of      Principal        following such    Trustee or
                    over-allotment   Amount of this   decrease or       Securities
Date Made           option           Global Security  increase          Custodian
-------------------------------------------------------------------------------------
<S>                 <C>             <C>                <C>              <C>


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


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


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


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


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


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


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


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


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


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


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


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


=====================================================================================
</TABLE>


                                       4
<PAGE>   117


<TABLE>
<S>                 <C>             <C>                <C>              <C>
-------------------------------------------------------------------------------------


=====================================================================================
</TABLE>


                                       5
<PAGE>   118

                               ELECTION TO CONVERT


To:  Calpine Corporation

               The undersigned owner of this Security hereby irrevocably
exercises the option to convert this Security, or the portion below designated,
into Common Stock of Calpine Corporation in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable and
deliverable upon conversion, together with any check in payment for fractional
shares, be issued in the name of and delivered to the undersigned, unless a
different name has been indicated in the assignment below. If shares are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto.

Any Holder, upon the exercise of its conversion rights in accordance with the
terms of the Indenture and the Security, agrees to be bound by the terms of the
Registrations Rights Agreement relating to the Common Stock issuable upon
conversion of the Securities.

Date:______________, ____

        in whole __
                                            Portions of Security to be
                                            converted ($50 or integral
                                            multiples thereof):
                                            $_________________


                         --------------------------------
                         Signature (for conversion only)


                                            Please Print or Typewrite Name and
                                            Address, Including Zip Code, and
                                            Social Security or Other
                                            Identifying Number

                                   ____________________________________________

                                   ____________________________________________

                                   ____________________________________________

                                   Signature Guarantee:(6)_____________________

-------------------
  (6) (Signature must be guaranteed by an "eligible guarantor institution" that
is, a bank, stockbroker, savings and loan association or credit union meeting
the requirements of the Registrar, which requirements include membership or
participation in the Securities

<PAGE>   119







--------------------
Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee
program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended.)