Exhibit 4.5




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                               CENTURA BANKS, INC.



                                       to



                      STATE STREET BANK AND TRUST COMPANY,
                                   as Trustee


                                   ----------


                          JUNIOR SUBORDINATED INDENTURE


                            Dated as of June 2, 1997


                                   ----------


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<PAGE>




                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                     Page

<S>     <C>                                                                           <C>
        ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.1. Definitions ...........................................................   6
SECTION 1.2. Compliance Certificate and Opinions ...................................  10
SECTION 1.3. Forms of Documents Delivered to Trustee ...............................  11
SECTION 1.4. Acts of Holders .......................................................  11
SECTION 1.5. Notices, Etc. to Trustee and Corporation ..............................  14
SECTION 1.6. Notice to Holders; Waiver .............................................  14
SECTION 1.7. Conflict with Trust Indenture Act .....................................  14
SECTION 1.8. Effect of Headings and Table of Contents ..............................  15
SECTION 1.9. Successors and Assigns ................................................  15
SECTION 1.10. Separability Clause ..................................................  15
SECTION 1.11. Benefits of Indenture ................................................  15
SECTION 1.12. Governing Law ........................................................  15
SECTION 1.13. Non-Business Days ....................................................  15

                            ARTICLE II SECURITY FORMS
SECTION 2.1. Forms Generally .......................................................  16
SECTION 2.2. Form of Face of Security ..............................................  16
SECTION 2.3. Form of Reverse of Security ...........................................  20
SECTION 2.4. Additional Provisions Required in Global Security .....................  23
SECTION 2.5. Form of Trustee's Certificate of Authentication .......................  24

                           ARTICLE III THE SECURITIES
SECTION 3.1. Title and Terms .......................................................  24
SECTION 3.2. Denominations .........................................................  27
SECTION 3.3. Execution, Authentication, Delivery and Dating ........................  27
SECTION 3.4. Temporary Securities ..................................................  29
SECTION 3.5. Global Securities .....................................................  29
SECTION 3.6. Registration,  Transfer and Exchange Generally;  Certain Transfers and
        Exchanges;  Securities Act Legends .........................................  31
SECTION 3.7. Mutilated, Destroyed, Lost and Stolen Securities ......................  34
SECTION 3.8. Payment of Interest and Additional Interest; Interest Rights Preserved   35
SECTION 3.9. Persons Deemed Owners .................................................  36
SECTION 3.10. Cancellation .........................................................  37
SECTION 3.11. Computation of Interest ..............................................  37
SECTION 3.12. Deferrals of Interest Payment Dates ..................................  37
SECTION 3.13. Right of Set-Off .....................................................  39
SECTION 3.14. Agreed Tax Treatment .................................................  39
SECTION 3.15. Shortening of Stated Maturity ........................................  39
SECTION 3.16. CUSIP Numbers ........................................................  39
</TABLE>

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<TABLE>
                      ARTICLE IV SATISFACTION AND DISCHARGE
<S>     <C>                                                                           <C>
SECTION 4.1. Satisfaction and Discharge of Indenture ...............................  40
SECTION 4.2. Application of Trust Money ............................................  41

                               ARTICLE V REMEDIES
SECTION 5.1. Events of Default .....................................................  41
SECTION 5.2. Acceleration of Maturity; Rescission and Annulment ....................  42
SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee .......  44
SECTION 5.4. Trustee May File Proofs of Claim ......................................  44
SECTION 5.5. Trustee May Enforce Claim Without Possession of Securities ............  45
SECTION 5.6. Application of Money Collected ........................................  45
SECTION 5.7. Limitation on Suits ...................................................  46
SECTION 5.8. Unconditional Right of Holders to Receive Principal,  Premium and 
         Interest; Direct Action by Holders of Capital Securities ..................  47
SECTION 5.9. Restoration of Rights and Remedies ....................................  47
SECTION 5.10. Rights and Remedies Cumulative .......................................  47
SECTION 5.11. Delay or Omission Not Waiver .........................................  48
SECTION 5.12. Control by Holders ...................................................  48
SECTION 5.13. Waiver of Past Defaults ..............................................  48
SECTION 5.14. Undertaking for Costs ................................................  49
SECTION 5.15. Waiver of Usury, Stay or Extension Laws ..............................  49

                             ARTICLE VI THE TRUSTEE
SECTION 6.1. Certain Duties and Responsibilities ...................................  50
SECTION 6.2. Notice of Defaults ....................................................  51
SECTION 6.3. Certain Rights of Trustee .............................................  51
SECTION 6.4. Not Responsible for Recitals or Issuance of Securities ................  52
SECTION 6.5. May Hold Securities ...................................................  52
SECTION 6.7. Compensation and Reimbursement ........................................  53
SECTION 6.8. Disqualification; Conflicting Interests ...............................  53
SECTION 6.9. Corporate Trustee Required; Eligibility ...............................  53
SECTION 6.10. Resignation and Removal; Appointment of Successor ....................  54
SECTION 6.11. Acceptance of Appointment by Successor ...............................  56
SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business ..........  57
SECTION 6.13. Preferential Collection of Claims Against Corporation ................  57
SECTION 6.14. Appointment of Authenticating Agent ..................................  57

                ARTICLE VII HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION
SECTION 7.1. Corporation to Furnish Trustee Names and Addresses of Holders .........  59
SECTION 7.2. Preservation of Information, Communications to Holders ................  59
SECTION 7.3. Reports by Trustee ....................................................  60
SECTION 7.4. Reports by Corporation ................................................  60
</TABLE>

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<TABLE>
        ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
<S>     <C>                                                                           <C>
SECTION 8.1. Corporation May Consolidate, Etc., Only on Certain Terms .............   61
SECTION 8.2. Successor Corporation Substituted ....................................   61

                       ARTICLE IX SUPPLEMENTAL INDENTURES
SECTION 9.1. Supplemental Indentures Without Consent of Holders ...................   62
SECTION 9.2. Supplemental Indentures with Consent of Holders ......................   63
SECTION 9.3. Execution of Supplemental Indentures .................................   65
SECTION 9.4. Effect of Supplemental Indentures ....................................   65
SECTION 9.5. Conformity with Trust Indenture Act ..................................   65
SECTION 9.6. Reference in Securities to Supplemental Indentures ...................   65

                               ARTICLE X COVENANTS
SECTION 10.1. Payment of Principal, Premium and Interest ..........................   66
SECTION 10.2. Maintenance of Office or Agency .....................................   66
SECTION 10.3. Money for Security Payments to be Held in Trust .....................   66
SECTION 10.4. Statement as to Compliance ..........................................   68
SECTION 10.5. Waiver of Certain Covenants .........................................   68
SECTION 10.6. Additional Sums .....................................................   68
SECTION 10.7. Additional Covenants ................................................   69
SECTION 10.8. Original Issue Discount .............................................   70

                       ARTICLE XI REDEMPTION OF SECURITIES
SECTION 11.1. Applicability of This Article .......................................   70
SECTION 11.2. Election to Redeem; Notice to Trustee ...............................   71
SECTION 11.3. Selection of Securities to be Redeemed ..............................   71
SECTION 11.4. Notice of Redemption ................................................   71
SECTION 11.5. Deposit of Redemption Price .........................................   72
SECTION 11.6. Payment of Securities Called for Redemption .........................   73
SECTION 11.7. Right of Redemption of Securities Initially Issued to an Issuer Trust   73

                            ARTICLE XII SINKING FUNDS
SECTION 12.1. Applicability of Article ............................................   74
SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities ...............   74
SECTION 12.3. Redemption of Securities for Sinking Fund ...........................   74

                    ARTICLE XIII SUBORDINATION OF SECURITIES
SECTION 13.1. Securities Subordinate to Senior Indebtedness .......................   76
SECTION 13.2. No Payment When Senior  Indebtedness in Default;  Payment Over of
         Proceeds Upon Dissolution, Etc ...........................................   76
SECTION 13.3. Payment Permitted If No Default .....................................   78
SECTION 13.4. Subrogation to Rights of Holders of Senior Indebtedness .............   78
</TABLE>



                                     -iii-
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<TABLE>
<S>     <C>                                                                          <C>
SECTION 13.5. Provisions Solely to Define Relative Rights ........................   79
SECTION 13.6. Trustee to Effectuate Subordination ................................   79
SECTION 13.7. No Waiver of Subordination Provisions ..............................   79
SECTION 13.8. Notice to Trustee ..................................................   80
SECTION 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent .....   80
SECTION 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness ..........   81
SECTION 13.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of
         Trustee's Rights ........................................................   81
SECTION 13.12. Article Applicable to Paying Agents ...............................   81
</TABLE>


                                      -iv-

<PAGE>


     JUNIOR  SUBORDINATED  INDENTURE,  dated as of June 2, 1997, between CENTURA
BANKS,  INC.,  a North  Carolina  corporation  (the  "Corporation"),  having its
principal office at 134 North Church Street,  Rocky Mount, North Carolina 27802,
and State Street Bank and Trust  Company,  a  Massachusetts  trust  company,  as
Trustee (the "Trustee").

                           RECITALS OF THE CORPORATION

     WHEREAS,  the Corporation has duly authorized the execution and delivery of
this  Indenture to provide for the issuance  from time to time of its  unsecured
junior   subordinated   debt   securities  in  series  (the   "Securities")   of
substantially the tenor  hereinafter  provided,  including  Securities issued to
evidence loans made to the Corporation  with the proceeds from the issuance from
time  to time by one or  more  business  trusts  (each  an  "Issuer  Trust")  of
preferred  undivided  beneficial  interests in the assets of such Issuer  Trusts
(the "Capital  Securities") and common undivided interests in the assets of such
Issuer Trusts (the "Common Securities"), and to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered; and

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

     NOW THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof,  it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:


                                    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:

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

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


                                      -1-
<PAGE>


          (c) The words "include", "includes" and "including" shall be deemed to
     be followed by the phrase "without limitation";

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

          (e) Whenever  the context may  require,  any gender shall be deemed to
     include the others;

          (f)  Unless  the  context  otherwise  requires,  any  reference  to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

          (g) The words "hereby",  "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 1.4.

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

     "Additional Sums" has the meaning specified in Section 10.6.

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

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

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

     "Applicable  Procedures" means, with respect to any transfer or transaction
involving  a Global  Security  or  beneficial  interest  therein,  the rules and
procedures  of the  Depositary  for such  Security,  in each case to the  extent
applicable to such transaction and as in effect from time to time.


                                      -2-
<PAGE>


     "Authenticating  Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to  authenticate  Securities  of
one or more series.  "Bankruptcy  Code" means Title 11 of the United States Code
or any successor statute thereto, in each case as amended from time to time.

     "Board of Directors" means the board of directors of the Corporation or the
Executive  Committee of the board of directors of the  Corporation (or any other
committee  of the  board of  directors  of the  Corporation  performing  similar
functions)  or  a  committee  designated  by  the  board  of  directors  of  the
Corporation (or such  committee),  comprised of two or more members of the board
of directors of the Corporation or officers of the Corporation, or both.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the  Corporation  to have been duly adopted by the
Board of Directors,  or officers of the Corporation to which authority to act on
behalf of the Board of Directors has been delegated, 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 (i) a Saturday  or Sunday,  (ii) 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 (iii) a day on which the
Corporate  Trust Office of the  Trustee,  or, with  respect to  Securities  of a
series  initially  issued to an Issuer Trust for so long as such  Securities are
held by such Issuer Trust, the Corporate Trust Office (as defined in the related
Trust  Agreement)  of the  Property  Trustee or the Delaware  Trustee  under the
related Trust Agreement, is closed for business.

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

     "Capital  Treatment  Event"  means,  in respect of any  Issuer  Trust,  the
reasonable  determination  by the  Corporation  (as  evidenced  by an  Officers'
Certificate delivered to the Trustee) that, as a result of the occurrence of any
amendment to, or change  (including  any announced  prospective  change) in, the
laws (or any  rules or  regulations  thereunder)  of the  United  States  or any
political  subdivision  thereof or  therein,  or as a result of any  official or
administrative  pronouncement  or action or judicial  decision  interpreting  or
applying such laws, rules or regulations, which amendment or change is effective
or such  pronouncement,  action or decision is announced on or after the date of
the issuance of the Capital  Securities of such Issuer Trust, there is more than
an  insubstantial  risk that the  Corporation  will not be  entitled to treat an
amount equal to the aggregate Liquidation Amount (as such term is defined in the
related Trust Agreement) of such Capital  Securities as "Tier 1 Capital" (or the
then equivalent  thereof) for purposes of the capital adequacy guidelines of the
Board  of  Governors  of the  Federal  Reserve  System,  as then in  effect  and
applicable to the Corporation.


                                      -3-
<PAGE>


     "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  instrument  such  Securities  and Exchange  Commission is not
existing and performing the duties now assigned to it under the Trust  Indenture
Act, then the body performing such duties on such date.

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

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

     "corporation"  includes  a  corporation,   association,   company,  limited
liability company, joint-stock company or business trust.

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

     "Corporation Request" and "Corporation Order" mean, respectively, a written
request or order  signed in the name of the  Corporation  by its Chairman of the
Board of Directors,  its Vice Chairman of the Board of Directors,  its President
one of its  Executive  Vice  Presidents,  and by  its  Treasurer,  an  Assistant
Treasurer,  its  Secretary  or an  Assistant  Secretary,  and  delivered  to the
Trustee.

     "Debt" means,  with respect to any Person,  whether recourse is to all or a
portion of the assets of such Person and whether or not  contingent  and without
duplication,  (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments,  including  obligations incurred in connection with the acquisition
of property, assets or businesses;  (iii) every reimbursement obligation of such
Person  with  respect  to letters of  credit,  bankers'  acceptances  or similar
facilities issued for the account of such Person;  (iv) every obligation of such
Person issued or assumed as the deferred  purchase price of property or services
(but excluding  trade  accounts  payable or accrued  liabilities  arising in the
ordinary course of business); (v) every capital lease obligation of such Person;
(vi) all  indebtedness of the  Corporation,  whether incurred on or prior to the
date of this  Indenture  or  thereafter  incurred,  for  claims  in  respect  of
derivative  products,   including  interest  rate,  foreign  exchange  rate  and
commodity forward  contracts,  options and swaps and similar  arrangements;  and
(vii) every  obligation  of the type  referred to in clauses (i) through (vi) of
another  Person and all  dividends  of another  Person the payment of which,  in
either  case,  such  Person has  guaranteed  or is  responsible  or liable  for,
directly or indirectly, as obligor or otherwise.

     "Defaulted Interest" has the meaning specified in Section 3.8.


                                      -4-
<PAGE>


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

     "Depositary"  means,  with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities,  the
Person designated as Depositary by the Corporation  pursuant to Section 3.1 with
respect to such series (or any successor thereto).

     "Discount  Security"  means any security  that  provides for an amount less
than the principal  amount  thereof to be due and payable upon a declaration  of
acceleration of the Maturity thereof pursuant to Section 5.2.

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

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

     "Event of Default",  unless otherwise specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning  specified in Article
V.

     "Exchange Act" means the  Securities  Exchange Act of 1934 or any successor
statute thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 1.4.

     "Extension Period" has the meaning specified in Section 3.12.

     "Global  Security"  means a Security in the form  prescribed in Section 2.4
evidencing all or part of a series of  Securities,  issued to the Depositary for
such series or its nominee, and registered in the name of such Depositary or its
nominee.

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

     "Holder"  means a Person in whose  name a  Security  is  registered  in the
Securities Register.


                                      -5-
<PAGE>


     "Indenture" means this instrument as originally  executed or as it may from
time to time be supplemented  or amended by one or more indentures  supplemental
hereto  entered  into  pursuant to the  applicable  provisions  hereof and shall
include  the  terms of each  particular  series  of  Securities  established  as
contemplated by Section 3.1.

     "Institutional Accredited Investor" means an accredited investor within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act.

     "Interest Payment Date" means, as to each series of Securities,  the Stated
Maturity of an installment of interest on such Securities.

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

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

     "Notice of Default" means a written notice of the kind specified in Section
5.1(3).

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for or an employee of the Corporation or any Affiliate of the Corporation.

     "Original Issue Date" means the date of issuance  specified as such in each
Security.

     "Outstanding"  means,  when used in reference to any Securities,  as of the
date of determination,  all Securities  theretofore  authenticated and delivered
under this Indenture, except:

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

          (ii)  Securities  for whose payment money in the necessary  amount has
     been  theretofore  deposited  with the Trustee or any Paying Agent in trust
     for the Holders of such Securities; and

          (iii)  Securities  in  substitution  for or in  lieu  of  which  other
     Securities  have been  authenticated  and  delivered or that have been paid
     pursuant  to Section  3.7,  unless  proof  satisfactory  to the  Trustee is
     presented that any such  Securities are held by Holders in 



                                      -6-
<PAGE>


     whose hands such Securities are valid, binding and legal obligations of the
     Corporation;

provided,  however,  that in  determining  whether the Holders of the  requisite
principal  amount of  Outstanding  Securities  have given any  request,  demand,
authorization,  direction, notice, consent or waiver hereunder, Securities owned
by the  Corporation or any other obligor upon the Securities or any Affiliate of
the  Corporation or such other obligor shall be disregarded and deemed not to be
Outstanding,  except that, in determining whether the Trustee shall be protected
in relying upon any such  request,  demand,  authorization,  direction,  notice,
consent or waiver,  only  Securities that the Trustee knows to be so owned shall
be so disregarded.  Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's  right so to act with respect to such  Securities and that
the pledgee is not the  Corporation  or any other obligor upon the Securities or
any Affiliate of the Corporation or such other obligor. Upon the written request
of the  Trustee,  the  Corporation  shall  furnish to the  Trustee  promptly  an
Officers'  Certificate listing and identifying all Securities,  if any, known by
the  Corporation to be owned or held by or for the account of the Corporation or
any other obligor on the Securities, or any Affiliate of the Corporation or such
obligor,  and subject to the  provisions  of Section 6.1,  the Trustee  shall be
entitled to accept such  Officers'  Certificate  as  conclusive  evidence of the
facts therein set forth and of the fact that all  Securities  not listed therein
are  Outstanding  for the  purpose  of any such  determination.  Notwithstanding
anything herein to the contrary, Securities of any series initially issued to an
Issuer  Trust  that are  owned  by such  Issuer  Trust  shall  be  deemed  to be
Outstanding  notwithstanding the ownership by the Corporation or an Affiliate of
any beneficial interest in such Issuer Trust.

     "Paying  Agent"  means  the  Trustee  or  any  Person   authorized  by  the
Corporation  to pay the  principal  of (or  premium,  if any) or interest on, or
other amounts in respect of, any Securities on behalf of the Corporation.

     "Person"  means a legal  person,  including  any  individual,  corporation,
estate,  partnership,  joint  venture,  trust,  unincorporated  association,  or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

     "Place of Payment" means, with respect to the Securities of any series, the
place or places  where  the  principal  of (and  premium,  if any) and  interest
(including any Additional Interest) on the Securities of such series are payable
pursuant to Section 3.1.

     "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.  For  the  purposes  of  this  definition,   any  security
authenticated  and  delivered  under Section 3.7 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.

     "Proceeding" has the meaning specified in Section 13.2.


                                      -7-
<PAGE>


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

     "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 or the
terms of such Security.

     "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 or the
terms of such Security.

     "Regular Record Date" for the interest payable on any Interest Payment Date
with respect to the  Securities of a series  means,  unless  otherwise  provided
pursuant to Section 3.1 with respect to Securities of such series,  the day that
is fifteen days next  preceding  such  Interest  Payment Date  (whether or not a
Business Day).

     "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,  the secretary, any
assistant secretary,  the treasurer,  any assistant treasurer,  the cashier, any
assistant cashier,  any trust officer or assistant trust officer, the controller
or any  assistant  controller  or any other  officer of the Trustee  customarily
performing  functions  similar to those performed by any of the above designated
officers and also means, with respect to a particular  matter, any other officer
to whom such  matter is  referred  because of such  officer's  knowledge  of and
familiarity with the particular subject.

     "Restricted  Securities  Certificate" means a certificate  substantially in
the form set forth in Exhibit A.

     "Restricted  Securities Legend" means a legend substantially in the form of
the legend  required  in the form of  Security  set forth in  Section  2.2 to be
placed upon a Restricted Security.

     "Restricted  Security"  means each  Security  required  pursuant to Section
3.6(c) to bear the Restricted Securities Legend.

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


                                      -8-
<PAGE>


     "Rule  144A  Information"  shall be such  information  with  respect to the
Corporation as is specified pursuant to Rule 144A(d)(4) under the Securities Act
or any successor provision thereto, in each case as amended from time to time.

     "Security" means any debt security  authenticated  and delivered under this
Indenture.

     "Securities Act" means the Securities Act of 1933 or any successor  statute
thereto, in each case as amended from time to time.

     "Securities  Register"  and  "Securities  Registrar"  have  the  respective
meanings specified in Section 3.6.

     "Senior  Indebtedness"  means the  principal of (and  premium,  if any) and
interest,  if any  (including  interest  accruing  on or after the filing of any
petition in bankruptcy or for reorganization relating to the Corporation whether
or not such claim for post-petition interest is allowed in such proceeding),  on
Debt of the  Corporation,  whether  incurred  on or  prior  to the  date of this
Indenture  or  thereafter  incurred,  unless,  in  the  instrument  creating  or
evidencing the same or pursuant to which the same is outstanding, it is provided
that such  obligations are not superior in right of payment to the Securities or
to other Debt that is pari  passu  with,  or  subordinated  to, the  Securities,
provided,  however,  that Senior Indebtedness shall not be deemed to include (a)
any Debt of the  Corporation  that,  when  incurred  and without  respect to any
election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without
recourse  to the  Corporation,  (b) any  Debt of the  Corporation  to any of its
Subsidiaries,  (c) any Debt of the  Corporation to any Person who is an employee
of the Corporation in such Person's  capacity as such, (d) any  Securities,  (e)
trade accounts payable of the Corporation,  and (f) accrued  liabilities arising
in the ordinary course of business of the Corporation.

     "Special  Record Date" for the payment of any  Defaulted  Interest  means a
date fixed by the Trustee pursuant to Section 3.8.

     "Stated  Maturity",   when  used  with  respect  to  any  Security  or  any
installment of principal thereof (or premium, if any) or interest (including any
Additional Interest) thereon,  means the date specified pursuant to the terms of
such  Security as the fixed date on which the principal of such Security or such
installment  of  principal  (or  premium,  if any) or  interest  (including  any
Additional  Interest)  is due and  payable,  as such  date may be  shortened  as
provided pursuant to the terms of such Security and this Indenture,  in the case
of the Stated Maturity of any Security,  and subject to the deferral of any such
date during any Extension Period, in the case of any instalment of interest.

     "Subsidiary"  means a corporation  more than 50% of the outstanding  voting
stock of which is owned, directly or indirectly, by the Corporation or by one or
more  other  Subsidiaries,   or  by  the  Corporation  and  one  or  more  other
Subsidiaries.  For purposes of this definition,  



                                      -9-
<PAGE>


"voting stock" means stock that  ordinarily has voting power for the election of
directors,  whether at all times or only so long as no senior class of stock has
such voting power by reason of any contingency.

     "Successor Security" of any particular Security means every Security issued
after,  and  evidencing  all or a portion of the same debt as that evidenced by,
such  particular  Security.  For the purposes of this  definition,  any Security
authenticated  and  delivered  under Section 3.7 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.

     "Tax Event"  means the receipt by an Issuer  Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to,
or  change  (including  any  announced  proposed  change)  in,  the laws (or any
regulations  thereunder)  of the United States or any political  subdivision  or
taxing  authority   thereof  or  therein,   or  as  a  result  of  any  official
administrative  pronouncement or judicial decision interpreting or applying such
laws  or   regulations,   which  amendment  or  change  is  effective  or  which
pronouncement  or decision is  announced on or after the date of issuance of the
Capital  Securities  of such Issuer Trust,  there is more than an  insubstantial
risk that (i) such  Issuer  Trust is, or within 90 days of the  delivery of such
Opinion of Counsel will be,  subject to United  States  federal  income tax with
respect to income received or accrued on the corresponding  series of Securities
issued by the  Corporation  to such Issuer Trust,  (ii) interest  payable by the
Corporation on such corresponding series of Securities is not, or within 90 days
of the  delivery  of such  Opinion of  Counsel  will not be,  deductible  by the
Corporation, in whole or in part, for United States federal income tax purposes,
or (iii) such Issuer Trust is, or within 90 days of the delivery of such Opinion
of Counsel  will be,  subject to more than a de minimis  amount of other  taxes,
duties or other governmental charges.

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

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this  instrument,  solely  in  its  capacity  as  such  Trustee  and  not in its
individual  capacity,  until a successor Trustee shall have become such pursuant
to the applicable  provisions of this Indenture,  and thereafter "Trustee" shall
mean or include each Person who is then a Trustee  hereunder and, if at any time
there is more  than one such  Person,  "Trustee"  as used  with  respect  to the
Securities  of any series shall mean the Trustee with respect to  Securities  of
that series.

     "Trust  Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed;  provided,  however,  that if
the Trust  Indenture  Act of 1939 is amended after such date,  "Trust  Indenture
Act" means the Trust Indenture Act of 1939 as so amended.

     "Trust Securities" means the Common Securities and the Capital Securities.


                                      -10-
<PAGE>


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

     SECTION 1.2. Compliance Certificate and Opinions.

     Upon any  application or request by the  Corporation to the Trustee to take
any action under any provision of this Indenture,  the Corporation shall furnish
to the Trustee an Officers'  Certificate  stating that all conditions  precedent
(including covenants  compliance with which constitutes a condition  precedent),
if any, provided for in this Indenture relating to the proposed action have been
complied  with and an  Opinion of Counsel  stating  that in the  opinion of such
counsel all such conditions precedent (including covenants compliance with which
constitutes a condition precedent), if any, have been complied with, except that
in the case of any such  application  or request as to which the  furnishing  of
such  documents is  specifically  required by any  provision  of this  Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant  provided for in this Indenture (other than the  certificates  provided
pursuant to Section  10.4) shall  include: 

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

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

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

     SECTION 1.3. Forms 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 may certify or give an opinion as to other  matters,
and any of such  Persons  may  certify  or give an  opinion  as to such  matters
contained in one or several documents.


                                      -11-
<PAGE>


     Any  certificate or opinion of an officer of the  Corporation 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,  opinion or  representations
with  respect to matters upon which his or her  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, one or more  officers of the  Corporation  stating that the
information  with respect to such factual  matters is in the  possession  of the
Corporation,  unless such counsel knows,  or in the exercise of reasonable  care
should know, that the certificate,  opinion or  representations  with respect to
matters upon which his or her certificate or opinion is based 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.

     (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 Corporation.  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 6.1)  conclusive  in favor of the Trustee and
the Corporation, if made in the manner provided in this Section 1.4.

     (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
the certificate of any notary public or other officer  authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or  writing  acknowledged  to such  notary  the  execution  thereof.  Where such
execution  is by a  Person  acting  in  other  than  such  Persons's  individual
capacity,  such certificate or affidavit shall also constitute  sufficient proof
of such Person's authority.

     (c) The fact and date of the execution by any Person of any such instrument
or writing,  or the  authority  of the Person  executing  the same,  may also be
proved in any other manner that the Trustee deems  sufficient  and in accordance
with such reasonable rules as the Trustee may determine.

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


                                      -12-
<PAGE>


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

     (f) The  Corporation  may set any day as a record  date for the  purpose of
determining  the Holders of  Outstanding  Securities  of any series  entitled to
give,  make or take  any  request,  demand,  authorization,  direction,  notice,
consent,  waiver or other action  provided or permitted by this  Indenture to be
given, made or taken by Holders of Securities of such series,  provided that the
Corporation  may not set a record date for, and the provisions of this paragraph
shall  not  apply  with  respect  to,  the  giving  or  making  of  any  notice,
declaration,  request or direction referred to in the next succeeding paragraph.
If any record date is set pursuant to this paragraph, the Holders of Outstanding
Securities  of the relevant  series on such record date,  and no other  Holders,
shall be  entitled  to take the  relevant  action,  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 applicable  Expiration Date
by Holders of the requisite  principal amount of Outstanding  Securities of such
series on such record  date.  Nothing in this  paragraph  shall be  construed to
prevent the Corporation  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 relevant series on the date such action
is taken. Promptly after any record date is set pursuant to this paragraph,  the
Corporation,  at its own expense,  shall cause  notice of such record date,  the
proposed action by Holders and the applicable Expiration Date to be given to the
Trustee in writing and to each Holder of  Securities  of the relevant  series in
the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the  Holders of  Outstanding  Securities  of any series  entitled to join in the
giving  or  making  of (i) any  Notice  of  Default,  (ii)  any  declaration  of
acceleration  referred  to in  Section  5.2,  (iii)  any  request  to  institute
proceedings  referred to in Section 5.7(2), or (iv) any direction referred to in
Section 5.12,  in each case with respect to  Securities  of such series.  If any
record  date is set  pursuant  to this  paragraph,  the  Holders of  Outstanding
Securities of such series 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 applicable
Expiration  Date by Holders of the  requisite  principal  amount of  Outstanding
Securities of such series 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


                                      -13-
<PAGE>


render ineffective any action taken by Holders of the requisite principal amount
of  Outstanding  Securities  of the  relevant  series on the date such action is
taken.  Promptly  after any record date is set pursuant to this  paragraph,  the
Trustee, at the Corporation's  expense,  shall cause notice of such record date,
the proposed action by Holders and the applicable Expiration Date to be given to
the  Corporation  in writing and to each Holder of  Securities  of the  relevant
series in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section 1.4, the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change  the  Expiration  Date to any  earlier or later
day,  provided  that no such  change  shall be  effective  unless  notice of the
proposed new Expiration Date is given to the other party hereto in writing,  and
to each Holder of Securities  of the relevant  series in the manner set forth in
Section 1.6, on or prior to the existing  Expiration Date. If an Expiration Date
is not  designated  with respect to any record date set pursuant to this Section
1.4,  the  party  hereto  that set such  record  date  shall be  deemed  to have
initially designated the 180th day after such record date as the Expiration Date
with  respect  thereto,  subject to its right to change the  Expiration  Date as
provided in this paragraph.  Notwithstanding  the foregoing,  no Expiration Date
shall be later than the 180th day after the applicable record date.

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

     SECTION 1.5. Notices, Etc. to Trustee and Corporation.

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

          (1) the Trustee by any Holder, any holder of Capital Securities or the
     Corporation shall be sufficient for every purpose hereunder if made, given,
     furnished or filed in writing to or with the Trustee at its Corporate Trust
     office, or

          (2) the  Corporation  by the  Trustee,  any  Holder  or any  holder of
     Capital  Securities  shall be  sufficient  for  every  purpose  (except  as
     otherwise  provided  in Section  5.1)  hereunder  if in writing and mailed,
     first-class  postage  prepaid,  to the  Corporation  addressed to it at the
     address of its principal  office  specified in the first  paragraph of this
     Indenture or at any other  address  previously  furnished in writing to the
     Trustee by the Corporation.

     SECTION 1.6. Notice to Holders; Waiver.


                                      -14-
<PAGE>


     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 the  address of such  Holder as it appears in the  Securities
Register,  not later than the latest  date,  and not earlier  than the  earliest
date,  prescribed for the giving of such notice. If, by reason of the suspension
of or  irregularities  in regular mail service or for any other reason, it shall
be impossible or  impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture or of
the  relevant  Securities,  then any  manner of giving  such  notice as shall be
satisfactory  to the Trustee  shall be deemed to be a sufficient  giving of such
notice.  In any case  where  notice to  Holders  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.  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.

     SECTION 1.7. Conflict with Trust Indenture Act.

     Except as otherwise  expressly  provided  herein,  the Trust  Indenture Act
shall  apply  as a  matter  of  contract  to  this  Indenture  for  purposes  of
interpretation,  construction and defining the rights and obligations hereunder,
and this  Indenture,  the  Corporation  and the Trustee  shall be deemed for all
purposes  hereof to be subject to and governed by the Trust Indenture Act to the
same extent as would be the case if this Indenture were qualified under that Act
on the date hereof. Except as otherwise expressly provided herein, if and to the
extent that any provision of this Indenture limits,  qualifies or conflicts with
the  duties  imposed  by any of  Sections  310 to 317,  inclusive,  of the Trust
Indenture Act through  operation of Section 318(c) thereof,  such imposed duties
shall control.

     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  Corporation  shall
bind its successors and assigns, whether so expressed or not.

     SECTION 1.10. Separability Clause.

     If 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 


                                      -15-
<PAGE>


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  and
assigns, the holders of Senior Indebtedness,  the Holders of the Securities and,
to the extent expressly  provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2 the holders of Capital  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.

     SECTION 1.13. Non-Business Days.

     If any Interest Payment Date,  Redemption Date or Stated Maturity shall not
be a Business Day, then  (notwithstanding  any other provision of this Indenture
or the  Securities)  payment of principal of (and  premium,  if any) or interest
(including any Additional Interest) or other amounts in respect of such Security
need not be made on such date, but may be made on the next  succeeding  Business
Day (and no interest  shall accrue in respect of the amounts whose payment is so
delayed for the period from and after such  Interest  Payment  Date,  Redemption
Date or Stated Maturity, as the case may be, until such next succeeding Business
Day) except that,  if such  Business Day falls 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 the Interest Payment Date
or Redemption Date or at the Stated Maturity).

                                   ARTICLE II

                                 SECURITY FORMS

     SECTION 2.1. Forms Generally.

     The   Securities   of  each  series  and  the  Trustee's   certificate   of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms as shall be  established  by or  pursuant to a Board
Resolution or in one or more indentures  supplemental  hereto, in each case with
such appropriate  insertions,  omissions,  substitutions and other variations as
are required or permitted by this  Indenture and may have such letters,  numbers
or other marks of identification and such legends or endorsements placed thereon
as may be  required  to  comply  with  applicable  tax laws or the  rules of any
securities  exchange or as may,  consistently  herewith,  be  determined  by the
officers  executing  such  securities,  as evidenced  by 



                                      -16-
<PAGE>


their  execution of the  Securities.  If the form of Securities of any series is
established  by  action  taken  pursuant  to a  Board  Resolution,  a copy of an
appropriate  record of such action  shall be  certified  by the  Secretary or an
Assistant  Secretary of the Corporation and delivered to the Trustee at or prior
to the  delivery  of the  Corporation  Order  contemplated  by Section  3.3 with
respect to the authentication and delivery of such Securities.

     The definitive  Securities  shall be printed,  lithographed  or engraved or
produced by any  combination  of these  methods,  if required by any  securities
exchange on which the  Securities may be listed,  on a steel engraved  border or
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 2.2. Form of Face of Security.

                               CENTURA BANKS, INC.
                               [Title of Security]

     [If the Security is a Restricted Security, insert "THE SECURITIES EVIDENCED
HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE U.S.  SECURITIES  ACT OF 1933 (THE
"SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) BY ANY INITIAL INVESTOR THAT IS NOT A QUALIFIED  INSTITUTIONAL  BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE  SECURITIES  ACT,  (1) TO A PERSON WHO
THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER ACQUIRING
FOR ITS OWN  ACCOUNT OR THE  ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A
TRANSACTION   MEETING  THE  REQUIREMENTS  OF  RULE  144A,  (2)  IN  AN  OFFSHORE
TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 903 OR RULE 904 OF  REGULATION S
UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM  REGISTRATION  UNDER
THE  SECURITIES  ACT  PROVIDED  BY RULE 144  THEREUNDER  (IF  AVAILABLE)  OR (4)
PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B)
BY ANY  INITIAL  INVESTOR  THAT IS A  QUALIFIED  INSTITUTIONAL  BUYER  OR BY ANY
SUBSEQUENT  INVESTOR,  (1) PURSUANT TO AN AVAILABLE  EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT
UNDER THE SECURITIES  ACT, AND, IN EACH CASE (A) AND (B), IN COMPLIANCE WITH ALL
APPLICABLE  SECURITIES  LAWS  OF THE  STATES  OF THE  UNITED  STATES  AND  OTHER
JURISDICTIONS.  SECURITIES  OWNED BY AN INITIAL INVESTOR THAT IS NOT A QUALIFIED
INSTITUTIONAL  BUYER  MAY  NOT  BE  HELD  IN  BOOK-ENTRY  FORM  AND  MAY  NOT BE
TRANSFERRED WITHOUT  CERTIFICATION THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS, AS PROVIDED IN THE INDENTURE REFERRED TO BELOW."


                                      -17-
<PAGE>


No. _____________                                                    $__________


     CENTURA BANKS, INC., a North Carolina  corporation  (hereinafter called the
"Corporation",  which term  includes any  successor  Person under the  Indenture
hereinafter  referred  to),  for  value  received,  hereby  promises  to  pay to
_______________,  or registered assigns, the principal sum of __________ Dollars
on  _________,  ____ [if the  Security is a Global  Security,  then  insert,  if
applicable X, or such other principal  amount  represented  hereby as may be set
forth in the  records of the  Securities  Registrar  hereinafter  referred to in
accordance  with the Indenture] [; provided that the Corporation may shorten the
Stated  Maturity of the  principal  of this  Security to a date not earlier than
__________,   in  the  circumstances  described  on  the  reverse  hereof].  The
Corporation  further  promises  to pay  interest  on  said  principal  sum  from
___________,  ____ or from  the  most  recent  Interest  Payment  Date to  which
interest has been paid or duly provided for, [monthly][quarterly][semi-annually]
[if applicable,  insert-(subject to deferral as set forth herein)] in arrears on
[insert applicable  Interest Payment Dates] of each year,  commencing  ________,
____,  at the rate of ___% per annum,  [if  applicable  insert X  together  with
Additional Sums, if any, as provided in Section 10.6 of the Indenture] until the
principal  hereof is paid or duly provided for or made available for payment [if
applicable, insert X; provided that any overdue principal, premium or Additional
Sums and any overdue  installment of interest shall bear Additional  Interest at
the rate of ___% per annum (to the  extent  that the  payment  of such  interest
shall be legally enforceable),  compounded  [monthly][quarterly][semi-annually],
from the dates such  amounts are due until they are paid or made  available  for
payment,  and such interest shall be payable on demand].  The amount of interest
payable for any period less than a full interest period shall be computed on the
basis of a 360-day year of twelve 30-day months and the actual days elapsed in a
partial  month in such  period.  The  amount of  interest  payable  for any full
interest  period shall be computed by dividing the applicable  rate per annum by
[twelve/four/two]. 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 [if applicable  insert X, which shall be the [____________
or  ____________]  (whether  or not a Business  Day),  as the case may be,  next
preceding such Interest  Payment Date]. 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  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
of this series not less than 10 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 of this series
may be listed, and upon such notice as may be required by such exchange,  all as
more fully provided in said Indenture.

     [If applicable, insert X So long as no Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
this Security, from time to time to



                                      -18-
<PAGE>


defer the  payment  of  interest  on this  Security  for up to ____  consecutive
[monthly][quarterly][semi-annual]  interest payment periods with respect to each
deferral period (each an "Extension  Period") [if  applicable,  insert X, during
which  Extension  Periods the  Corporation  shall have the right to make partial
payments of interest on any Interest  Payment Date, and] at the end of which the
Corporation  shall pay all  interest  then  accrued  and unpaid  (including  any
Additional Interest,  as provided below);  provided,  however, that no Extension
Period shall extend beyond the Stated Maturity of the principal of this Security
[if Stated Maturity can be shortened or extended,  insert X, as then in effect,]
and no such  Extension  Period may end on a date other than an Interest  Payment
Date; and provided further,  however, that during any such Extension Period, the
Corporation  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  Corporation's  capital  stock,  or (ii) make any payment of principal of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities  of the  Corporation  that rank pari  passu in all  respects  with or
junior in interest to this Security (other than (a) repurchases,  redemptions or
other  acquisitions  of shares of capital stock of the Corporation in connection
with any employment contract,  benefit plan or other similar arrangement with or
for  the  benefit  of  any  one  or  more  employees,   officers,  directors  or
consultants,  in connection with a dividend  reinvestment  or stockholder  stock
purchase  plan or in  connection  with  the  issuance  of  capital  stock of the
Corporation  (or securities  convertible  into or  exercisable  for such capital
stock) as consideration in an acquisition  transaction entered into prior to the
applicable Extension Period, (b) as a result of an exchange or conversion of any
class or series of the  Corporation's  capital  stock (or any capital stock of a
Subsidiary  of the  Corporation)  for any class or  series of the  Corporation's
capital stock or of any class or series of the  Corporation's  indebtedness  for
any class or series of the  Corporation's  capital  stock,  (c) the  purchase of
fractional  interests in shares of the  Corporation's  capital stock pursuant to
the  conversion  or exchange  provisions  of such capital  stock or the security
being  converted or exchanged,  (d) any  declaration of a dividend in connection
with any Rights Plan, or the issuance of rights,  stock or other  property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto,  or
(e) any dividend in the form of stock,  warrants,  options or other rights where
the dividend stock or the stock issuable upon exercise of such warrants, options
or other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock).  Prior to the termination of any
such  Extension  Period,  the  Corporation  may  further  defer the  payment  of
interest,  provided  that no  Extension  Period  shall  exceed ____  consecutive
[monthly][quarterly][semi-annual]  interest payment  periods,  extend beyond the
Stated Maturity of the principal of this Security or end on a date other than an
Interest  Payment Date.  Upon the  termination of any such Extension  Period and
upon the payment of all accrued and unpaid interest and any Additional  Interest
then due on any Interest  Payment Date, the Corporation may elect to begin a new
Extension Period, subject to the above conditions.  No interest shall be due and
payable  during  an  Extension  Period,  except  at the end  thereof,  but  each
installment  of interest that would  otherwise  have been due and payable during
such Extension shall bear Additional Interest (to the extent that the payment of
such  interest  shall be  legally  enforceable)  at the rate of ____% per annum,
compounded  [monthly][quarterly][semi-annually]  and  calculated as set forth in
the first  paragraph of this  Security,  from the dates on which  amounts  would
otherwise have been due and



                                      -19-
<PAGE>

payable until paid or made available for payment. The Corporation shall give the
Holder of this  Security  and the  Trustee  notice of its  election to begin any
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which  interest on this  Security  would be payable but for such
deferral  [if  applicable,  insert X or so long as such  Securities  are held by
[insert name of applicable Issuer Trust], at least one Business Day prior to the
earlier of (i) the next  succeeding date on which  Distributions  on the Capital
Securities of such Issuer Trust would be payable but for such deferral, and (ii)
the date on which the Property  Trustee of such Issuer Trust is required to give
notice to holders of such Capital Securities of the record date or the date such
Distributions are payable].

     Payment of the  principal  of (and  premium,  if any) and  interest on this
Security will be made at the office or agency of the Corporation  maintained for
that  purpose in [insert  Place of  Payment],  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 [if applicable, insert X; provided, however, that at
the  option of the  Corporation  payment  of  interest  may be made (i) by check
mailed to the  address of the Person  entitled  thereto  as such  address  shall
appear in the  Securities  Register,  or (ii) by wire  transfer  in  immediately
available  funds at such place and to such account as may be  designated  by the
Person entitled thereto as specified in the Securities Register].

     The  indebtedness  evidenced by this Security is, to the extent provided in
the Indenture,  subordinate  and junior in right of payment to the prior payment
in full of all Senior  Indebtedness,  and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions,  (b)
authorizes and directs the Trustee on such Holder's  behalf to take such actions
as may be necessary or appropriate to effectuate the  subordination so provided,
and (c)  appoints the Trustee his or her  attorney-in-fact  for any and all such
purposes.  Each Holder hereof, by such Holder's  acceptance  hereof,  waives all
notice of the acceptance of the subordination provisions contained herein and in
the Indenture by each holder of Senior Indebtedness,  whether now outstanding or
hereafter  incurred,   and  waives  reliance  by  each  such  holder  upon  said
provisions.

     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.

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


                                  CENTURA BANKS, INC.


                                      -20-
<PAGE>


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

Attest:

----------------------------------
[Secretary or Assistant Secretary]

     SECTION 2.3. Form of Reverse of Security.

     This  Security  is one of a duly  authorized  issue  of  securities  of the
Corporation (herein called the "Securities"),  issued and to be issued in one or
more series under the Junior  Subordinated  Indenture,  dated as of June 2, 1997
(herein called the  "Indenture"),  between the Corporation and State Street Bank
and Trust Company, 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 Corporation, the Trustee, the holders of Senior Indebtedness and the Holders
of the  Securities,  and of the terms upon which the Securities  are, and are to
be,  authenticated and delivered.  This Security is one of the series designated
on the face hereof [if  applicable,  insert X,  limited in  aggregate  principal
amount to $ ___________].

     All terms  used in this  Security  that are  defined in the  Indenture  [if
applicable, insert X or in the Amended and Restated Trust Agreement, dated as of
June 2, 1997 (as modified, amended or supplemented from time to time, the "Trust
Agreement"),  relating to [insert  name of Issuer  Trust] (the  "Issuer  Trust")
among the Corporation,  as Depositor, the Trustees named therein and the Holders
from time to time of the Trust Securities  issued pursuant  thereto,] shall have
the meanings  assigned to them in the Indenture [if applicable,  insert X or the
Trust Agreement, as the case may be].

     [If applicable, insert X The Corporation may at any time, at its option, on
or after  _______,  __ and subject to the terms and  conditions of Article XI of
the Indenture, redeem this Security in whole at any time or in part from time to
time, at the  following  Redemption  Prices  (expressed  as  percentages  of the
principal  amount  hereof):  If redeemed  during the 12-month  period  beginning
__________,


                             Year              Redemption
                             ----                 Price
                                               ---------- 

                                      -21-
<PAGE>
                             


and  thereafter  at a  Redemption  Price equal to 100% of the  principal  amount
hereof, together, in the case of any such redemption,  with accrued interest [if
applicable,  insert X (including any Additional  Interest)] to but excluding the
date fixed for redemption.]

     [If  applicable, insert X In addition,  upon the  occurrence and during the
continuation  of a Tax  Event or a Capital  Treatment  Event in  respect  of the
Issuer Trust, the Corporation may, at its option,  at any time within 90 days of
the  occurrence  and  during  the  continuation  of such Tax  Event  or  Capital
Treatment  Event, as the case may be, redeem this Security,  in whole but not in
part,  subject to the terms and conditions of Article XI of the Indenture,  at a
Redemption Price equal to [insert formula].

     [If the  Security  is subject to  redemption  of any kind,  insert X In the
event of  redemption of this Security in part only, a new Security or Securities
of this series for the  unredeemed  portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.]

     The Indenture  contains  provisions for  satisfaction  and discharge of the
entire  indebtedness of this Security upon  compliance by the  Corporation  with
certain conditions set forth in the Indenture.

     The Indenture  permits,  with certain  exceptions as therein provided,  the
Corporation  and the Trustee at any time to enter into a supplemental  indenture
or  indentures  for the  purpose  of  modifying  in any  manner  the  rights and
obligations of the Corporation  and of the Holders of the  Securities,  with the
consent of the  Holders of not less than a majority in  principal  amount of the
Outstanding  Securities  of each  series  to be  affected  by such  supplemental
indenture.   The  Indenture  also  contains  provisions  permitting  Holders  of
specified  percentages  in principal  amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Corporation 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 herefor
or in lieu  hereof,  whether or not  notation of such  consent or waiver is made
upon this  Security.  [If the Security is not a Discount  Security,  insert X As
provided  in and  subject to the  provisions  of the  Indenture,  if an Event of
Default with respect to the  Securities  of this series at the time  Outstanding
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
of  this  series  may  declare  the  principal  amount  of all  the  Outstanding
Securities  of this  series to be due and  payable  immediately,  by a notice in
writing  to the  Corporation  (and to the  Trustee  if  given  by  Holders)  [if
applicable, insert X, provided that, if upon an Event of Default, the Trustee or
such Holders fail to declare the principal of all the Outstanding  Securities of
this series to be  immediately  due and payable,  the holders of at least 25% in
aggregate  Liquidation  Amount of the 


                                      -22-
<PAGE>


Capital   Securities  then  Outstanding  shall  have  the  right  to  make  such
declaration by a notice in writing to the Corporation and the Trustee]; and upon
any such  declaration the principal of and the accrued  interest  (including any
Additional  Interest)  on  all  the  Securities  of  this  series  shall  become
immediately  due and payable,  provided  that the payment of such  principal and
interest  (including any Additional  Interest) on such  Securities  shall remain
subordinated to the extent provided in Article XIII of the Indenture.]

     [If the  Security  is a  Discount  Security,  insert X As  provided  in and
subject to the provisions of the Indenture,  if an Event of Default with respect
to  the  Securities  of  this  series  at the  time  Outstanding  occurs  and is
continuing,  then and in every such case the  Trustee or the Holders of not less
than 25% in aggregate  principal  amount of the  Outstanding  Securities of this
series may declare an amount of principal of the Outstanding  Securities of this
series  to be due  and  payable  immediately,  by a  notice  in  writing  to the
Corporation  (and to the Trustee if given by Holders) [if applicable,  insert X,
provided that, if upon an Event of Default,  the Trustee or such Holders fail to
declare such principal amount of the Outstanding Securities of this series to be
immediately  due  and  payable,  the  holders  of  at  least  25%  in  aggregate
Liquidation Amount of the

Capital   Securities  then  Outstanding  shall  have  the  right  to  make  such
declaration  by a notice in writing to the  Corporation  and the  Trustee].  The
principal  amount  payable  upon  such  acceleration  shall be equal to  [insert
formula for determining the amount].  Upon any such declaration,  such amount of
the principal of and the accrued interest (including any Additional Interest) on
such  Securities  shall become  immediately  due and payable,  provided that the
payment of such principal and interest  (including  any Additional  Interest) on
such Securities shall remain subordinated to the extent provided in Article XIII
of the  Indenture.  Upon  payment (i) of the amount of principal so declared due
and payable and (ii) of interest on any overdue principal,  premium and interest
(in each case to the extent that the payment of such  interest  shall be legally
enforceable),  all of the Corporation's obligations in respect of the payment of
the  principal  of and premium and  interest,  if any,  on this  Security  shall
terminate.]

     No reference  herein to the  Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation,  which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest [if applicable,  insert X (including any Additional  Interest)] on this
Security  at the  times,  place and rate,  and in the coin or  currency,  herein
prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Securities  Register,
upon  surrender of this Security for  registration  of transfer at the office or
agency of the  Corporation  maintained  under  Section 10.2 of the Indenture for
such  purpose,  duly  endorsed by, or  accompanied  by a written  instrument  of
transfer in form  satisfactory to the  Corporation and the Securities  Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, of like tenor,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


                                      -23-
<PAGE>


     The Securities of this series are issuable only in registered  form without
coupons in  denominations  of $_______  and any  integral  multiple of $_____ in
excess thereof.  As provided in the Indenture and subject to certain limitations
therein  set  forth,  Securities  of this  series  are  exchangeable  for a like
aggregate  principal  amount of Securities of this series and of like tenor of a
different authorized  denomination,  as requested by the Holder surrendering the
same.

     No service  charge shall be made for any such  registration  of transfer or
exchange,  but the  Corporation 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
Corporation,  the  Trustee and any agent of the  Corporation  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
Corporation,  the  Trustee nor any such agent shall be affected by notice to the
contrary.

     The  Corporation  and, by its  acceptance  of this Security or a beneficial
interest  therein,  the Holder of, and any  Person  that  acquires a  beneficial
interest in, this Security agree that for United States Federal, state and local
tax purposes it is intended that this Security constitute indebtedness.

     THIS SECURITY  SHALL BE GOVERNED BY AND  CONSTRUED IN  ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK.

     SECTION 2.4. Additional Provisions Required in Global Security.

     Unless  otherwise  specified  as  contemplated  by Section  3.1, any Global
Security  issued  hereunder  shall,  in addition to the provisions  contained in
Sections 2.2 and 2.3, 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 A DEPOSITARY OR A
     NOMINEE OF A  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 MAY NOT BE
     TRANSFERRED  EXCEPT  AS A  WHOLE  BY THE  DEPOSITARY  TO A  NOMINEE  OF THE
     DEPOSITARY OR BY A NOMINEE OF THE  DEPOSITARY TO THE  DEPOSITARY OR ANOTHER
     NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE.

     SECTION 2.5. Form of Trustee's Certificate of Authentication.


                                      -24-
<PAGE>


     The Trustee's  certificates of authentication shall be in substantially the
following form:

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

Dated:

                                        STATE STREET BANK AND TRUST COMPANY
                                        as Trustee

                                        By:
                                           --------------------------------
                                        Authorized Officer

                                   ARTICLE III

                                 THE SECURITIES

     SECTION 3.1. Title and Terms.

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

     The  Securities  may be  issued  in one or  more  series.  There  shall  be
established in or pursuant to a Board  Resolution  and,  subject to Section 3.3,
set forth or determined in the manner provided in an Officers'  Certificate,  or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of a series:

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

          (b) the limit,  if any,  upon the  aggregate  principal  amount of the
     Securities of such series that may be  authenticated  and  delivered  under
     this  Indenture  (except for  Securities  authenticated  and delivered upon
     registration  of  transfer  of, or in exchange  for,  or in lieu of,  other
     Securities  of the series  pursuant to Section 3.4,  3.5,  3.6, 3.7, 9.6 or
     11.6 and except for any  Securities  that,  pursuant  to Section  3.3,  are
     deemed never to have been authenticated and delivered hereunder); provided,
     however,  that the authorized aggregate principal amount of such series may
     be increased  above such amount by a Board  Resolution to such effect;  

          (c)  the  Person  to  whom  any  interest  (including  any  Additional
     Interest) on a Security of the series  shall be payable,  if other than the
     Person in whose name that security (or one or more Predecessor  Securities)
     is registered at the close of business on the Regular  Record Date for such
     interest;


                                      -25-
<PAGE>


          (d) the Stated  Maturity or  Maturities  on which the principal of the
     Securities  of such  series  is  payable  or the  method  of  determination
     thereof,  and  any  dates  on  which  or  circumstances  under  which,  the
     Corporation  shall  have the  right to  shorten  such  Stated  Maturity  or
     Maturities;

          (e) the rate or rates,  if any, at which the Securities of such series
     shall bear interest, if any, the rate or rates at which and extent to which
     Additional Interest,  if any, shall be payable in respect of any Securities
     of such  series,  the  date or  dates  from  which  any  such  interest  or
     Additional  Interest shall accrue, the Interest Payment Dates on which such
     interest  shall be  payable,  the right,  pursuant  to  Section  3.12 or as
     otherwise  set  forth  therein,  of the  Corporation  to defer or extend an
     Interest Payment Date, and the Regular Record Date for the interest payable
     on any Interest  Payment  Date or the method by which any of the  foregoing
     shall be determined;

          (f) the place or places where the principal of (and  premium,  if any)
     and interest (including any Additional  Interest) on the Securities of such
     series shall be payable,  the place or places where the  Securities of such
     series may be  presented  for  registration  of transfer or  exchange,  any
     restrictions  that may be  applicable  to any such  transfer or exchange in
     addition to or in lieu of those set forth  herein,  and the place or places
     where  notices  and  demands to or upon the  Corporation  in respect of the
     Securities of such series may be made;

          (g) the  period or periods  within or the date or dates on which,  the
     price or prices at which and the terms and conditions  upon which,  if any,
     the Securities of such series may be redeemed,  in whole or in part, at the
     option of the  Corporation,  and if other than by a Board  Resolution,  the
     manner in which any election by the  Corporation to redeem such  Securities
     shall be evidenced;

          (h) the obligation or the right, if any, of the Corporation to redeem,
     repay or purchase  the  Securities  of such series  pursuant to any sinking
     fund,  amortization or analogous  provisions,  or at the option of a Holder
     thereof,  and the period or periods  within  which,  the price or prices at
     which,  the currency or  currencies  (including  currency unit or units) in
     which and the other  terms and  conditions  upon  which  Securities  of the
     series  shall  be  redeemed,  repaid  or  purchased,  in  whole or in part,
     pursuant to such obligation;

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

          (j) if other than Dollars,  the currency or currencies  (including any
     currency unit or units) in which the principal of (and premium, if any) and
     interest  (including  any  Additional  Interest) on the  Securities  of the
     series shall be payable,  or in which the 



                                      -26-
<PAGE>


     Securities of the series shall be denominated and the manner of determining
     the  equivalent  thereof in  Dollars  for  purposes  of the  definition  of
     Outstanding;

          (k)  the  additions,  modifications  or  deletions,  if  any,  in  the
     covenants  of  the  Corporation  set  forth  herein  with  respect  to  the
     Securities of such series;

          (l) if other than the  principal  amount  thereof,  the portion of the
     principal  amount of  Securities  of such series that shall be payable upon
     declaration of acceleration of the Maturity thereof;

          (m) if the  principal  amount  payable at the Stated  Maturity  of any
     Securities  of the series  will not be  determinable  as of any one or more
     dates prior to the Stated  Maturity,  the amount that shall be deemed to be
     the principal amount of such Securities as of any such date for any purpose
     thereunder or hereunder,  including the principal amount thereof that shall
     be due and payable upon any Maturity other than the Stated Maturity or that
     shall  be  deemed  to be  Outstanding  as of any date  prior to the  Stated
     Maturity  (or, in any such case,  the manner in which such amount deemed to
     be the principal amount shall be determined);

          (n) the additions or changes,  if any, to this  Indenture with respect
     to the  Securities  of such  series  as shall be  necessary  to  permit  or
     facilitate  the issuance of the  Securities  of such series in bearer form,
     registrable  or not  registrable  as to  principal,  and  with  or  without
     interest coupons;

          (o) any index or indices used to  determine  the amount of payments of
     principal of and premium,  if any, on the  Securities of such series or the
     manner in which such amounts will be determined;

          (p) if applicable, that any Securities of the series shall be issuable
     in whole or in part in the form of one or more  Global  Securities  and, in
     such case, the respective Depositories for such Global Securities, the form
     of any legend or legends that shall be borne by any such Global Security in
     addition  to  or in  lieu  of  that  set  forth  in  Section  2.4  and  any
     circumstances  in  addition to or in lieu of those set forth in Section 3.5
     in which any such Global  Security may be exchanged in whole or in part for
     Securities registered, and any transfer of such Global Security in whole or
     in part may be  registered,  in the name or names of Persons other than the
     Depositary for such Global Security or a nominee thereof;

          (q) the  appointment  of any Paying Agent or Agents for the Securities
     of such series;

          (r) the terms of any right to convert or exchange  Securities  of such
     series into any other  securities or property of the  Corporation,  and the
     additions  or  changes,  if any,  to this  



                                      -27-
<PAGE>

     Indenture  with  respect  to the  Securities  of such  series  to permit or
     facilitate such conversion or exchange;

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

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

          (u) the additions,  modifications or deletions,  if any, in the Events
     of Default that apply to any Securities of the series and any change in the
     right of the Trustee or the requisite Holders of such Securities to declare
     the principal amount thereof due and payable pursuant to Section 5.2 and

          (v) any other  terms of the  Securities  of such series  (which  terms
     shall not be inconsistent with the provisions of this Indenture,  except as
     permitted by Section 9.1(6)).

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant
to such Board Resolution and set forth, or determined in the manner provided, in
such Officers' Certificate or in any indenture supplemental hereto.

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

     The  Securities  shall  be  subordinated  in  right of  payment  to  Senior
Indebtedness as provided in Article XIII.

     SECTION 3.2. Denominations.

     The Securities of each series shall be in registered  form without  coupons
and shall be  issuable  in  denominations  of $1,000 and any  integral  multiple
thereof, unless otherwise specified as contemplated by Section 3.1.

     SECTION 3.3. Execution, Authentication, Delivery and Dating.

     The  Securities  shall be  executed  on  behalf of the  Corporation  by its
Chairman of the Board,  one of its Vice Chairman of the Board,  its President or
one of its Executive Vice  Presidents,  under its corporate  seal  reproduced or
impressed  thereon  and  attested  by its  Secretary  or  one  of its  Assistant
Secretaries.  The signature of any of these  officers on the  Securities  may be




                                      -28-
<PAGE>


manual or facsimile.

     Securities  bearing the manual or facsimile  signatures of individuals  who
were  at any  time  the  proper  officers  of the  Corporation  shall  bind  the
Corporation, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such  Securities.  At any time and from
time to time after the execution and delivery of this Indenture, the Corporation
may deliver  Securities of any series executed by the Corporation to the Trustee
for authentication, together with a Corporation Order for the authentication and
delivery of such Securities,  and the Trustee in accordance with the Corporation
Order shall  authenticate and deliver such  Securities.  If the form or terms of
the Securities of the series have been established by or pursuant to one or more
Board Resolutions as permitted by Sections 2.1 and 3.1, in  authenticating  such
Securities,  and accepting the additional  responsibilities under this Indenture
in relation to such  Securities,  the Trustee shall be entitled to receive,  and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating,

          (1) if the form of such Securities has been established by or pursuant
     to Board  Resolution  as permitted by Section 2.1,  that such form has been
     established in conformity with the provisions of this Indenture;

          (2) if the  terms  of such  Securities  have  been  established  by or
     pursuant to Board  Resolution  as permitted by Section 3.1, that such terms
     have been  established in conformity with the provisions of this Indenture;
     and

          (3) that such  Securities,  when  authenticated  and  delivered by the
     Trustee  and issued by the  Corporation  in the  manner and  subject to any
     conditions specified in such Opinion of Counsel,  will constitute valid and
     legally  binding  obligations  of the  Corporation,  subject to bankruptcy,
     insolvency,  fraudulent  transfer,  reorganization,  moratorium and similar
     laws of general  applicability  relating to or affecting  creditors' rights
     and to general equity principles.

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

     Notwithstanding  the  provisions  of  Section  3.1  and  of  the  preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers'  Certificate  otherwise
required pursuant to Section 3.1 or the Corporation Order and Opinion of Counsel
otherwise  required  pursuant to such  preceding  paragraphs  at or prior to the
authentication  of each Security of such series if such  documents are delivered
at or prior to the  authentication  upon original issuance of the first Security
of such series to be issued.

     Each Security shall be dated the date of its authentication.


                                      -29-
<PAGE>


     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 the  manual  signature  of one of its  authorized
officers,  and such certificate upon any Security shall be conclusive  evidence,
and the only  evidence,  that  such  Security  has been duly  authenticated  and
delivered hereunder.  Notwithstanding the foregoing,  if any Security shall have
been  authenticated  and  delivered  hereunder  but never issued and sold by the
Corporation,  and the Corporation shall deliver such Security to the Trustee for
cancellation  as provided in Section  3.10,  for all purposes of this  Indenture
such  Security  shall be deemed never to have been  authenticated  and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

     SECTION 3.4. Temporary Securities.

     Pending  the  preparation  of  definitive  Securities  of any  series,  the
Corporation  may  execute,   and  upon  Corporation   Order  the  Trustee  shall
authenticate and deliver,  temporary Securities that are printed,  lithographed,
typewritten,   mimeographed  or  otherwise   produced,   in  any   denomination,
substantially  of the tenor of the definitive  Securities of such series 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  of any series are issued,  the  Corporation  will
cause definitive  Securities of such series 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 the  office  or  agency of the  Corporation  designated  for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more  temporary  Securities,  the  Corporation  shall execute and the Trustee
shall  authenticate  and deliver in  exchange  therefor  one or more  definitive
Securities of the same series of any authorized denominations, of like tenor and
aggregate principal amount,  bearing such restrictive legends as may be required
by this Indenture and bearing a number not contemporaneously  outstanding. Until
so exchanged,  the  temporary  Securities of any series shall in all respects be
entitled to the same benefits under this  Indenture as definitive  Securities of
such series.

     SECTION 3.5. Global Securities.

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



                                      -30-
<PAGE>


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 properly  discharge its  responsibilities  as Depositary with
respect  to such  Global  Security,  and the  Corporation  is unable to locate a
qualified successor, (ii) the Corporation executes and delivers to the Trustee a
Corporation  Order  stating  that  the  Corporation   elects  to  terminate  the
book-entry  system  through such  Depositary or (iii) an Event of Default occurs
and is  continuing.  Upon the  occurrence of any event  specified in clause (i),
(ii) or (iii)  above,  the  Securities  Registrar  shall  notify the  applicable
Depositary  and instruct  such  Depositary  to notify all  beneficial  owners of
Global Securities of the occurrence of such event and of the availability of the
definitive  Securities to beneficial  owners of such  Securities  requesting the
same; provided,  however, that no Securities shall be issued in any denomination
less than the minimum authorized denomination therefor.

     (c) If any Global Security is to be exchanged in whole for other Securities
or canceled in whole,  it shall be surrendered by or on behalf of the applicable
Depositary  or  its  nominee  to  the  Securities   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,  subject to Section 3.6(b)(v),  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  Securities  Registrar with notice to the
Trustee,  whereupon the Trustee,  in accordance with the Applicable  Procedures,
shall  instruct  such  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,  the Trustee  shall,  subject to Section  3.5(b) and as  otherwise
provided in this Article III,  authenticate and deliver any Securities  issuable
in exchange for such Global Security (or any portion thereof) in accordance with
the instructions of the Depositary;  provided, however, that no Securities shall
be issued in any  denomination  less than the  minimum  authorized  denomination
therefor.  Neither the Securities  Registrar nor the Trustee shall 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)  Every  Security  authenticated  and  delivered  upon  registration  of
transfer of, or in exchange for or in lieu of, a Global  Security or any portion
thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise,
shall be  authenticated  and  delivered  in the form of,  and shall be, a Global
Security,  unless such Security is registered in the name of a Person other than
the Depositary for such Global Security or a nominee thereof.

     (e) Securities  distributed to holders of Book-Entry Capital Securities (as
defined in the applicable  Trust  Agreement)  upon the  dissolution of an Issuer
Trust  shall  be  distributed  in the  form  of one or  more  Global  Securities
registered  in the name of a Depositary or its nominee,  and 



                                      -31-
<PAGE>


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

     (f) As provided in Section 3.9, the Depositary for a Global Security or its
nominee,  as the 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
interests pursuant to the Applicable  Procedures.  The Securities  Registrar and
the  Trustee  shall be  entitled  to deal with the  Depositary  for such  Global
Security  for all  purposes of this  Indenture  relating to the Global  Security
(including  the payment of the  principal  amount of (and  premium,  if any) and
interest (including  Additional Interest) on such Global Security and the giving
of  instructions  or  directions by or to  beneficial  owners of the  Securities
represented  thereby) as the sole Holder of the Securities  represented  thereby
and shall have no obligation to such beneficial owners. Neither the Corporation,
the Trustee nor the Securities  Registrar shall have any liability in respect of
any transfers effected by the Depositary.

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

     SECTION  3.6.  Registration,   Transfer  and  Exchange  Generally;  Certain
Transfers and Exchanges; Securities Act Legends.

     (a) The Corporation shall cause to be kept at the Corporate Trust Office of
the Trustee a register or registers  (the  "Securities  Register")  in which the
registrar and transfer  agent with respect to the  Securities  (the  "Securities
Registrar"),  subject to such reasonable regulations as it may prescribe,  shall
provide for the  registration  of  Securities  and of transfers and exchanges of
Securities  as herein  provided.  The  Trustee  is hereby  appointed  Securities
Registrar for the purpose of registering  Securities and transfers and exchanges
of Securities as herein provided.

     Upon surrender for  registration  of transfer of any Security at the office
or agency of the Corporation  designated for that purpose, the Corporation shall
execute,  and the Trustee  shall  authenticate  and deliver,  in the name of the
designated  transferee or  transferees,  one or more new  Securities of the same
series of any authorized  denominations,  of like tenor and aggregate  principal
amount,  bearing such  restrictive  legends as may be required by this Indenture
and bearing a number not contemporaneously outstanding.

     At the  option  of  the  Holder,  Securities  may be  exchanged  for  other
Securities of the same series of any authorized denominations, of like tenor and
aggregate principal amount,  bearing 



                                      -32-
<PAGE>


such  restrictive  legends as may be  required by this  Indenture  and bearing a
number not contemporaneously outstanding, upon surrender of the Securities to be
exchanged at such office or agency.  Whenever any  Securities are so surrendered
for exchange,  the Corporation shall execute, and the Trustee shall authenticate
and deliver,  the Securities  that the Holder making the exchange is entitled to
receive.

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

     Neither the Corporation,  the Trustee nor the Securities Registrar shall be
required, pursuant to the provisions of this Section 3.6, (i) to issue, register
the transfer of or exchange any Security of any series during a period beginning
at the opening of business 15 days before the day of selection for redemption of
Securities  of that  series  pursuant  to  Article XI and ending at the close of
business on the day of mailing of the notice of redemption,  or (ii) to register
the transfer of or exchange any Security so selected for  redemption in whole or
in part,  except,  in the case of any such Security to be redeemed in part,  any
portion thereof not to be redeemed.

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

     No  service  charge  shall  be made to a  Holder  for any  registration  of
transfer or exchange of Securities, but the Corporation may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Securities.

     (b)  Notwithstanding  any other provision of this Indenture,  transfers and
exchanges of Securities and beneficial  interests in a Global  Security shall be
made only in accordance with this Section 3.6(b).

          (i)  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)(i) and subject to the Applicable Procedures. Upon receipt by the
     Securities Registrar of (A) such Security as provided in Section 3.6(a) and
     instructions  satisfactory  to the  Securities  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) if the Security to be transferred
     in whole  or in part is a  Restricted  Security,  a  Restricted  Securities
     Certificate  duly  executed by such Holder or such  Holder's  attorney duly
     authorized  in writing,  then the  



                                      -33-
<PAGE>


     Securities  Registrar  shall cancel such Security (and issue a new Security
     in respect of any  untransferred  portion  thereof)  as provided in Section
     3.6(a) and increase the aggregate  principal  amount of the Global Security
     by the specified principal amount so transferred as provided as provided in
     Section 3.5(c).

          (ii) 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 3.6(a), provided that if the Security to be
     transferred  in whole or in part is a Restricted  Security,  the Securities
     Registrar  shall have  received a Restricted  Securities  Certificate  duly
     executed by the transferor Holder or such Holder's attorney duly authorized
     in writing.

          (iii) Global Security to 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 3.5.

          (iv) Certain Initial Transfers of Non-Global  Securities.  In the case
     of  Securities  initially  issued  other  than in global  form,  an initial
     transfer or exchange of such Securities that does not involve any change in
     beneficial ownership may be made to an Institutional Accredited Investor or
     Investors as if such transfer or exchange  were not an initial  transfer or
     exchange;  provided  that  written  certification  shall be provided by the
     transferee  and transferor of such  Securities to the Securities  Registrar
     that such  transfer  or exchange  does not  involve a change in  beneficial
     ownership.

          (v)  Limitations  Relating to Principal  Amount.  Notwithstanding  any
     other  provision of this Indenture,  Securities or portions  thereof may be
     transferred  or exchanged  only in  principal  amounts of not less than the
     minimum  authorized  denomination  therefor,  and only if,  following  such
     transfer or exchange,  each Holder would hold  Securities  with a principal
     amount of not less than such minimum authorized denomination. Any transfer,
     exchange  or other  disposition  of  Securities  in  contravention  of this
     Section  3.6(b)(v)  shall  be  deemed  to be void  and of no  legal  effect
     whatsoever,  any such  transferee  shall be deemed  not to be the Holder or
     owner  of any  beneficial  interest  in such  Securities  for any  purpose,
     including  but not  limited  to the  receipt  of  interest  (including  any
     Additional Interest) payable on such Securities,  and such transferee shall
     be deemed to have no interest whatsoever in such Securities.

     (c) Except as set forth  below,  all  Securities  shall  bear a  Restricted
Securities Legend:

          (i)  subject  to the  following  Clauses  of this  Section  3.6(c),  a
     Security  or any  portion  thereof  that is  exchanged,  upon  transfer  or
     otherwise,  for a Global  Security  or any portion  thereof  shall bear the
     Restricted Securities Legend;

          (ii) subject to the following  Clauses of this Section  3.6(c),  a new
     Security  that is 



                                      -34-
<PAGE>


     not a Global  Security  and is  issued in  exchange  for  another  Security
     (including a Global  Security)  or any portion  thereof,  upon  transfer or
     otherwise, shall bear a Restricted Securities Legend;

          (iii) a new 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 a legend  if, in the  Corporation's  sole
     judgment,  placing such a legend upon such new Security is not and will not
     be necessary to ensure compliance with the registration requirements of the
     Securities  Act,  and  the  Trustee,   at  the  written  direction  of  the
     Corporation in the form of an Officers' Certificate, shall authenticate and
     deliver such a new Security as provided in this Article III;

          (iv) any Securities that are sold or otherwise disposed of pursuant to
     an effective registration statement under the Securities Act such that such
     Securities are freely  transferable by the holders thereof shall not bear a
     Restricted Securities Legend;

          (v) notwithstanding the foregoing provisions of this Section 3.6(c), a
     Successor Security of a Security that does not bear a Restricted Securities
     Legend shall not bear such form of legend unless, in the Corporation's sole
     judgement 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  Corporation  in the  form of an  Officers'
     Certificate,  shall  authenticate  and  deliver  a new  Security  bearing a
     Restricted  Securities  Legend in exchange for such  Successor  Security as
     provided in this Article III; and

          (vi)  Securities  distributed to a holder of Capital  Securities  upon
     dissolution of an Issuer Trust shall bear a Restricted Securities Legend if
     the Capital Securities so held bear a similar legend.

     The  Corporation  shall inform the Trustee in writing of the effective date
of any  registration  statement  registering any Securities under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken
by  it  in  good  faith  in  accordance  with  the  aforementioned  registration
statement.

     SECTION 3.7. Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated  Security is surrendered to the Trustee together with such
security or  indemnity as may be required by the  Corporation  or the Trustee to
save each of them harmless,  the Corporation shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series,
of like tenor and aggregate  principal  amount,  bearing the same  legends,  and
bearing a number not contemporaneously outstanding.

     If there  shall be  delivered  to the  Corporation  and to the  Trustee (i)
evidence  to  their  



                                      -35-
<PAGE>


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  harmless,
then,  in the  absence of notice to the  Corporation  or the  Trustee  that such
Security  has been  acquired by a bona fide  purchaser,  the  Corporation  shall
execute and upon its request the Trustee shall authenticate and deliver, in lieu
of any such  destroyed,  lost or stolen  Security,  a new  Security  of the same
series, of like tenor and aggregate  principal amount,  bearing the same legends
as  such  destroyed,   lost  or  stolen  Security,  and  bearing  a  number  not
contemporaneously outstanding.

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

     Upon  the  issuance  of any  new  Security  under  this  Section  3.7,  the
Corporation  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 Corporation, whether or not the destroyed, lost or
stolen  Security  shall be at any  time  enforceable  by  anyone,  and  shall be
entitled to the same benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder.

     The provisions of this Section 3.7 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 3.8. Payment of Interest and Additional  Interest;  Interest Rights
Preserved.

     Interest (including any Additional  Interest) on any Security of any series
that is payable,  and is  punctually  paid or duly provided for, on any Interest
Payment Date, shall be paid to the Person in whose name that Security (or one or
more  Predecessor  Securities)  is  registered  at the close of  business on the
Regular  Record Date for such  interest in respect of Securities of such series,
except  that,  unless  otherwise  provided  in the  Securities  of such  series,
interest  (including any Additional  Interest) payable on the Stated Maturity of
the  principal  of a Security  shall be paid to the Person to whom  principal is
paid.  The initial  payment of  interest  on any  Security of any series that is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security or in the Board  Resolution  pursuant to
Section 3.1 with respect to the related series of Securities.

     Any  interest on any Security  that is due and  payable,  but is not timely
paid or duly provided for, on any Interest  Payment Date for  Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the 



                                      -36-
<PAGE>


relevant  Regular  Record  Date by virtue of having been such  Holder,  and such
Defaulted Interest may be paid by the Corporation, at its election in each case,
as provided in Clause (1) or (2) below:

          (1) The  Corporation  may  elect  to  make  payment  of any  Defaulted
     Interest  to the Persons in whose  names the  Securities  of such series in
     respect of which  interest is in default (or their  respective  Predecessor
     Securities)  are  registered  at the close of business on a Special  Record
     Date for the payment of such  Defaulted  Interest,  which shall be fixed in
     the following  manner.  The Corporation 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 Corporation
     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
     provided  in this  Clause (1).  Thereupon  the Trustee  shall fix a Special
     Record Date for the payment of such Defaulted Interest,  which shall be not
     more  than 15 days  and not  less  than 10 days  prior  to the  date of the
     proposed payment and not less than 10 days after the receipt by the Trustee
     of the notice of the proposed  payment.  The Trustee shall promptly  notify
     the  Corporation  of such  Special  Record Date and, in the name and at the
     expense of the  Corporation,  shall cause notice of the proposed payment of
     such Defaulted  Interest and the Special Record Date therefor to be mailed,
     first-class postage prepaid, to each Holder of a Security of such series at
     the address of such  Holder as it appears in the  Securities  Register  not
     less than 10 days prior to such Special  Record  Date.  The Trustee may, in
     its discretion, in the name and at the expense of the Corporation,  cause a
     similar  notice to be published  at least once in a newspaper,  customarily
     published  in the  English  language  on each  Business  Day and of general
     circulation  in the Borough of  Manhattan,  The City of New York,  but such
     publication shall not be a condition precedent to the establishment of such
     Special  Record  Date.  Notice of the  proposed  payment of such  Defaulted
     Interest  and the  Special  Record  Date  therefor  having  been  mailed as
     aforesaid,  such  Defaulted  Interest shall be paid to the Persons in whose
     names  the  Securities  of such  series  (or their  respective  Predecessor
     Securities)  are registered on such Special Record Date and shall no longer
     be payable pursuant to the following Clause (2).

          (2) The Corporation 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  of the series in respect of
     which  interest is in default may be listed and, 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  Corporation  to the Trustee of the
     proposed  payment pursuant to this Clause (2), such payment shall be deemed
     practicable by the Trustee.

     Subject to the  foregoing  provisions  of this Section 3.8,  each  Security
delivered under this 



                                      -37-
<PAGE>


Indenture  upon 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,  that were
carried by such other Security.

     SECTION 3.9. Persons Deemed Owners.

     The  Corporation,  the  Trustee  and any  agent of the  Corporation  or the
Trustee  shall 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  3.8) any  interest  on such  Security  and for all  other
purposes  whatsoever,  whether or not such Security be overdue,  and neither the
Corporation,  the Trustee nor any agent of the  Corporation 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 Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global  Security for all purposes  whatsoever.  Notwithstanding  the  foregoing,
nothing  herein shall prevent the  Corporation,  the Trustee or any agent of the
Corporation  or the  Trustee  from giving  effect to any written  certification,
proxy or other  authorization  furnished by a Depositary or impair, as between a
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 3.10. Cancellation.

     All Securities  surrendered for payment,  redemption,  transfer or exchange
shall, if surrendered to any Person other than the Trustee,  be delivered to the
Trustee,  and any such  Securities  and Securities  surrendered  directly to the
Trustee for any such purpose shall be promptly  canceled by it. The  Corporation
may at  any  time  deliver  to  the  Trustee  for  cancellation  any  Securities
previously  authenticated and delivered  hereunder that the Corporation 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 3.10,
except as expressly  permitted by this Indenture.  All canceled Securities shall
be destroyed by the Trustee and the Trustee shall  deliver to the  Corporation a
certificate of such destruction.

     SECTION 3.11. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series,  interest on the Securities of each series for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any partial month in such period,  and interest
on the Securities of each series for a full period shall be computed by dividing
the rate per annum by the number of interest periods that together  constitute a
full twelve months.


                                      -38-
<PAGE>


     SECTION 3.12. Deferrals of Interest Payment Dates.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the  Securities  of a  particular  series,  so long as no Event of  Default  has
occurred and is continuing,  the  Corporation  shall have the right, at any time
during  the term of such  series,  from  time to time to defer  the  payment  of
interest on such  Securities  for such period or periods as may be  specified as
contemplated  by  Section  3.1  (each,  an  "Extension  Period"),  during  which
Extension  Periods the  Corporation  shall,  if so specified as  contemplated by
Section 3.1, have the right to make partial payments of interest  (including any
Additional Interest) on any Interest Payment Date. No Extension Period shall end
on a date other than an Interest  Payment Date. At the end of any such Extension
Period the  Corporation  shall pay all  interest  then accrued and unpaid on the
Securities  (together  with  Additional  Interest  thereon,  if any, at the rate
specified  for the  Securities  of  such  series,  to the  extent  permitted  by
applicable law); provided, however, that no Extension Period shall extend beyond
the Stated  Maturity of the  principal of the  Securities  of such  series;  and
provided further, however that during any such Extension Period, the Corporation
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
Corporation's  capital  stock,  or (ii)  make any  payment  of  principal  of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities  of the  Corporation  that rank pari  passu in all  respects  with or
junior in interest to the Securities of such series (other than (a) repurchases,
redemptions or other  acquisitions of shares of capital stock of the Corporation
in  connection  with any  employment  contract,  benefit  plan or other  similar
arrangement  with or for the  benefit  of any one or more  employees,  officers,
directors  or  consultants,  in  connection  with  a  dividend  reinvestment  or
stockholder  stock  purchase plan or in connection  with the issuance of capital
stock of the Corporation (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Corporation's  capital stock (or any capital stock
of a Subsidiary of the Corporation) for any class or series of the Corporation's
capital stock or of any class or series of the  Corporation's  indebtedness  for
any class or series of the  Corporation's  capital  stock,  (c) the  purchase of
fractional  interests in shares of the  Corporation's  capital stock pursuant to
the  conversion  or exchange  provisions  of such capital  stock or the security
being  converted or exchanged,  (d) any  declaration of a dividend in connection
with any Rights Plan, or the issuance of rights,  stock or other  property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto,  or
(e) any dividend in the form of stock,  warrants,  options or other rights where
the dividend stock or the stock issuable upon exercise of such warrants, options
or other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock).  Prior to the termination of any
such  Extension  Period,  the  Corporation  may  further  defer the  payment  of
interest,  provided that no Event of Default has occurred and is continuing, and
provided  further  that no  Extension  Period shall exceed the period or periods
specified in such Securities, extend beyond the Stated Maturity of the principal
of such  Securities or end on a date other than an Interest  Payment Date.  Upon
the termination of any such Extension Period and upon the payment of all accrued
and unpaid interest (including any 



                                      -39-
<PAGE>


Additional  Interest) then due on any Interest Payment Date, the Corporation may
elect to begin a new  Extension  Period,  subject  to the above  conditions.  No
interest (including any Additional  Interest) shall be due and payable during an
Extension  Period,  except at the end thereof,  but each installment of interest
that would  otherwise  have been due and payable  during such  Extension  Period
shall  bear  Additional  Interest  as and to the extent as may be  specified  as
contemplated  by Section  3.1.  The  Corporation  shall give the  Holders of the
Securities  of such series and the Trustee  notice of its  election to begin any
such  Extension  Period at least one Business  Day prior to the next  succeeding
Interest  Payment Date on which  interest on  Securities of such series would be
payable but for such  deferral  or, with respect to any  Securities  of a series
issued  to an  Issuer  Trust,  so long as any such  Securities  are held by such
Issuer  Trust,  at least one  Business  Day prior to the earlier of (i) the next
succeeding date on which  Distributions on the Capital Securities of such Issuer
Trust  would be payable  but for such  deferral,  and (ii) the date on which the
Property  Trustee of such Issuer  Trust is required to give notice to holders of
such Capital  Securities of the record date or the date such  Distributions  are
payable.

     The Trustee  shall  promptly give notice of the  Corporation's  election to
begin any such Extension Period to the Holders of the Outstanding  Securities of
such series.

     SECTION 3.13. Right of Set-Off.

     With respect to the  Securities of a series  initially  issued to an Issuer
Trust,  notwithstanding  anything to the contrary herein,  the Corporation shall
have the  right  to set off any  payment  it is  otherwise  required  to make in
respect of any such Security to the extent the Corporation has theretofore made,
or is  concurrently  on the date of such  payment  making,  a payment  under the
Guarantee  Agreement  relating  to  such  Security  or to a  holder  of  Capital
Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

     SECTION 3.14. Agreed Tax Treatment.

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

     SECTION 3.15. Shortening of Stated Maturity.

     If specified as  contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular  series,  the Corporation shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date.

     SECTION 3.16. CUSIP Numbers.

     The  Corporation in issuing the Securities may use "CUSIP" numbers (if then
generally 



                                      -40-
<PAGE>


in use),  and,  if so,  the  Trustee  shall use  "CUSIP"  numbers  in notices of
redemption  and other similar or related  materials as a convenience to Holders;
provided   that  any  such  notice  or  other   materials   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 redemption or other materials
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.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     SECTION 4.1. Satisfaction and Discharge of Indenture.

     This Indenture  shall,  upon  Corporation  Request,  cease to be of further
effect  (except  as to any  surviving  rights of  registration  of  transfer  or
exchange of Securities herein expressly  provided for and as otherwise  provided
in this  Section  4.1) and the  Trustee,  on demand of and at the expense of the
Corporation,  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 that have been destroyed,  lost or stolen and that
          have  been  replaced  or paid as  provided  in  Section  3.7 and  (ii)
          Securities for whose payment money has  theretofore  been deposited in
          trust  or  segregated  and  held  in  trust  by  the  Corporation  and
          thereafter repaid to the Corporation or discharged from such trust, as
          provided  in Section  10.3) 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 of the date of deposit, 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 Corporation,


                                      -41-
<PAGE>


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

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

          (3)  the  Corporation  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 Corporation to the Trustee under Section 6.7, the obligations
of the  Trustee to any  Authenticating  Agent under  Section  6.14 and, if money
shall have been deposited  with the Trustee  pursuant to subclause (B) of Clause
(1) of this Section 4.1, the  obligations  of the Trustee  under Section 4.2 and
the last paragraph of Section 10.3 shall survive.

     SECTION 4.2. Application of Trust Money.

     Subject to the  provisions of the last paragraph of Section 10.3, all money
deposited  with the  Trustee  pursuant to Section 4.1 shall be held in trust and
applied by the Trustee,  in accordance with the provisions of the Securities and
this  Indenture,  to the  payment,  either  directly or through any Paying Agent
(including  the  Corporation  acting as its own Paying Agent) as the Trustee may
determine,  to the Persons entitled thereto,  of the principal (and premium,  if
any) and interest  (including any Additional  Interest) for the payment of which
such money or obligations have been deposited with or received by the Trustee.

                                    ARTICLE V

                                    REMEDIES

     SECTION 5.1. Events of Default.

     "Event of Default",  wherever used herein with respect to the Securities of
any series,  means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order,  rule or  regulation of any  administrative  or  governmental  body),
except as may be specified pursuant to Section 3.1:


                                      -42-
<PAGE>


          (1) default in the payment of any interest  (including  any Additional
     Interest) upon any Security of that series 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 respect of any interest  (including  Additional
     Interest) in the case of an Extension Period); or

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

          (3) failure on the part of the Corporation  duly to observe or perform
     any other of the covenants or agreements on the part of the  Corporation in
     the  Securities of that series or in this Indenture for a period of 90 days
     after the date on which  written  notice  of such  failure,  requiring  the
     Corporation to remedy the same, shall have been given to the Corporation by
     the Trustee by registered or certified mail or to the  Corporation  and the
     Trustee by the Holders of at least 25% in aggregate principal amount of the
     Outstanding Securities of that series; or

          (4) the entry of a decree or order by a court having  jurisdiction  in
     the  premises  adjudging  the  Corporation  a  bankrupt  or  insolvent,  or
     approving  as  properly  filed a  petition  seeking  reorganization  of the
     Corporation  under  the  Bankruptcy  Code or any other  similar  applicable
     Federal  or  State  law,   which  decree  or  order  shall  have  continued
     undischarged and unstayed for a period of 60 days; or the entry of a decree
     or order of a court having jurisdiction in the premises for the appointment
     of a receiver  or  liquidator  or  trustee or  assignee  in  bankruptcy  or
     insolvency of the Corporation or of its property,  or for the winding up or
     liquidation  of its  affairs,  which  decree or order shall have  continued
     undischarged and unstayed for a period of 60 days; or

          (5) the commencement by the Corporation of voluntary proceedings to be
     adjudicated a bankrupt,  or the consent by the Corporation to the filing of
     a bankruptcy  proceeding  against it, or the filing by the Corporation of a
     petition or answer or consent seeking  reorganization  under the Bankruptcy
     Code or any other  similar  Federal  or State  law,  or the  consent by the
     Corporation  to the  filing of any such  petition,  or the  consent  by the
     Corporation  to the  appointment  of a receiver or liquidator or trustee or
     assignee in  bankruptcy  or  insolvency  of it or of its  property,  or the
     making by the Corporation of an assignment for the benefit of creditors, or
     the  admission by the  Corporation  in writing of its  inability to pay its
     debts generally as they become due; or

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

     SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default (other than an Event of Default specified in Section
5.1(4)  or  5.1(5))  with  respect  to  Securities  of any  series  at the  time
Outstanding occurs and is continuing, 



                                      -43-
<PAGE>


then and in every such case the  Trustee or the  Holders of not less than 25% in
aggregate  principal  amount of the  Outstanding  Securities  of that series may
declare the principal  amount (or, if the Securities of that series are Discount
Securities,  such  portion of the  principal  amount as may be  specified in the
terms of that series) of all the Securities of that series to be due and payable
immediately,  by a notice in writing to the  Corporation  (and to the Trustee if
given by Holders),  provided  that,  in the case of the  Securities  of a series
issued to an Issuer  Trust,  if,  upon an Event of  Default,  the Trustee or the
Holders of not less than 25% in principal  amount of the Outstanding  Securities
of such series fail to declare the principal of all the  Outstanding  Securities
of such series (or specified portion thereof) to be immediately due and payable,
the holders of at least 25% in aggregate  Liquidation  Amount (as defined in the
related Trust Agreement) of the related series of Capital  Securities  issued by
such Issuer Trust then outstanding shall have the right to make such declaration
by a notice in writing to the  Corporation  and the  Trustee;  and upon any such
declaration  such  principal  amount (or specified  portion  thereof) of and the
accrued  interest  (including any Additional  Interest) on all the Securities of
such series shall  become  immediately  due and payable.  If an Event of Default
specified in Section  5.1(4) or 5.1(5) with respect to  Securities of any series
at the time  Outstanding  occurs,  the principal amount of all the Securities of
such series (or, if the Securities of such series are Discount Securities,  such
portion of the  principal  amount of such  Securities as may be specified by the
terms  of that  series)  and the  accrued  interest  (including  any  Additional
Interest) on all the Securities of such series shall automatically,  and without
any declaration or other action on the part of the Trustee or any Holder, become
immediately  due and payable.  Payment of principal  (and  premium,  if any) and
interest  (including any Additional  Interest) on such  Securities  shall remain
subordinated  to the extent provided in Article XIII  notwithstanding  that such
amount shall become immediately due and payable as herein provided.

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

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

               (A) all overdue  installments  of interest on all  Securities  of
          such series,

               (B) any accrued  Additional  Interest on all  Securities  of such
          series,

               (C) the principal of (and premium,  if any, on) any Securities of
          such series that have become due otherwise than by such declaration of
          acceleration, and

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

                                      -44-
<PAGE>


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

     In the case of Securities of a series  initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such  declaration and waive such
default,  the  holders  of a  Majority  in  Liquidation  Amount  of the  Capital
Securities  (as defined in the related  Trust  Agreement)  issued by such Issuer
Trust  shall also have the right to rescind and annul such  declaration  and its
consequences by written notice to the  Corporation  and the Trustee,  subject to
the  satisfaction  of the  conditions  set forth in Clauses (1) and (2) above of
this Section 5.2.

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

     SECTION  5.3.  Collection  of  Indebtedness  and Suits for  Enforcement  by
Trustee.

     The Corporation covenants that if:

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

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

the Corporation  will, upon demand of the Trustee,  pay to the Trustee,  for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such  Securities for principal (and premium,  if any),  including any sinking
fund payment or analogous  obligations,  and interest  (including any Additional
Interest),  and, in addition  thereto,  all amounts  owing to the Trustee  under
Section 6.7.

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

     If an Event of Default with respect to  Securities of any series occurs and
is continuing,  the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the  Holders of  Securities  of such series by such
appropriate  judicial  proceedings  as the Trustee shall 



                                      -45-
<PAGE>

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 5.4. Trustee May File Proofs of Claim.

     In  case  of  any  receivership,   insolvency,   liquidation,   bankruptcy,
reorganization,   arrangement,   adjustment,   composition   or  other  judicial
proceeding  relative to the Corporation or any other obligor upon the Securities
or the property of the Corporation or of such other obligor or their creditors,

          (a)  the  Trustee  (irrespective  of  whether  the  principal  of  the
     Securities of any series shall then be due and payable as therein expressed
     or by  declaration  or otherwise  and  irrespective  of whether the Trustee
     shall have made any demand on the  Corporation  for the  payment of overdue
     principal  (or  premium,  if any) or  interest  (including  any  Additional
     Interest))  shall  be  entitled  and  empowered,  by  intervention  in such
     proceeding or otherwise,

               (1) to file and prove a claim for the whole  amount of  principal
          (and premium, if any) and interest (including any Additional Interest)
          owing and unpaid in respect of the  Securities  and to file such other
          papers or documents  as may be necessary or advisable  and to take any
          and all actions as are  authorized  under the Trust  Indenture  Act in
          order to have the claims of the  Holders  and any  predecessor  to the
          Trustee under  Section 6.7 allowed in any such  judicial  proceedings;
          and

               (2) 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 in accordance with Section 5.6;
          and

          (b)  any   custodian,   receiver,   assignee,   trustee,   liquidator,
     sequestrator (or other similar official) in any such judicial proceeding is
     hereby  authorized  by each Holder to make such payments to the Trustee for
     distribution  in  accordance  with  Section  5.6, 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 to it and any  predecessor
     Trustee under Section 6.7.

     Nothing  herein  contained  shall be deemed to  authorize  the  Trustee  to
authorize  or  consent to or accept or adopt on behalf of any Holder any plan of
reorganization,  arrangement, adjustment or composition affecting the Securities
or the rights of any Holder  thereof,  or to  authorize  the  Trustee to vote in
respect of the claim of any Holder in any such  proceeding;  provided,  however,
that the  Trustee  may,  on behalf of the  Holders,  vote for the  election of a
trustee in  bankruptcy  or similar  official and be a member of a creditors'  or
other similar



                                      -46-
<PAGE>


committee.

     SECTION 5.5. Trustee May Enforce Claim 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,  subject to
Article XIII and after  provision  for the payment of all the amounts  owing the
Trustee and any  predecessor  Trustee under Section 6.7, its agents and counsel,
be for the ratable  benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

     SECTION 5.6. Application of Money Collected.

     Any money or  property  collected  or to be  applied  by the  Trustee  with
respect to a series of Securities pursuant to this Article V 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 or property on account of principal (or premium,
if any) or interest  (including any Additional  Interest),  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 6.7;

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

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

     SECTION 5.7. Limitation on Suits.

     Subject to Section  5.8, no Holder of any  Securities  of any series  shall
have any right to institute any proceeding,  judicial or otherwise, with respect
to this  Indenture  or for the  appointment  of a receiver,  assignee,  trustee,
liquidator or sequestrator  (or other similar  official) or for any other remedy
hereunder, unless:

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

                                      -47-
<PAGE>


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

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

          (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
     aggregate principal amount of the Outstanding Securities of that series;

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

     SECTION 5.8.  Unconditional Right of Holders to Receive Principal,  Premium
and Interest; Direct Action by Holders of Capital Securities.

     Notwithstanding  any other provision in this  Indenture,  the Holder of any
Security  of  any  series   shall  have  the  right,   which  is  absolute   and
unconditional,  to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.8 and 3.12) interest (including any Additional  Interest)
on such Security on the respective Stated Maturities  expressed in such Security
(or, in the case of redemption,  on the  Redemption  Date) and to institute suit
for the  enforcement  of any such payment,  and such right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer Trust,  any registered  holder of the series of Capital  Securities
issued by such Issuer  Trust  shall have the right,  upon the  occurrence  of an
Event of Default  described  in Section  5.1(1) or 5.1(2),  to  institute a suit
directly  against the  Corporation  for enforcement of payment to such holder of
principal of (premium,  if any) and (subject to Sections 3.8 and 3.12)  interest
(including any Additional  Interest) on the Securities having a principal amount
equal to the  aggregate  Liquidation  Amount (as  defined in the  related  Trust
Agreement) of such Capital Securities held by such holder.

     SECTION 5.9. Restoration of Rights and Remedies.

     If the Trustee,  any Holder or any holder of Capital  Securities  issued by
any Issuer Trust 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 



                                      -48-
<PAGE>


to the Trustee,  such Holder or such holder of Capital  Securities,  then and in
every such case the  Corporation,  the Trustee,  such Holders and such holder of
Capital  Securities shall,  subject to any determination in such proceeding,  be
restored  severally and  respectively to their former positions  hereunder,  and
thereafter  all rights and remedies of the Trustee,  such Holder and such holder
of Capital  Securities  shall  continue  as though no such  proceeding  had been
instituted.

     SECTION 5.10. Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy  herein  conferred  upon or  reserved to the Trustee or 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 5.11. Delay or Omission Not Waiver.

     No delay or  omission  of the  Trustee,  any Holder of any  Security or any
holder of any Capital Security to exercise any right or remedy accruing upon any
Event of Default  with  respect to the  Securities  of the related  series 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 V or by law to the Trustee or
to the  Holders  and the  right  and  remedy  given to the  holders  of  Capital
Securities  by Section 5.8 may be exercised  from time to time,  and as often as
may be deemed expedient,  by the Trustee,  the Holders or the holders of Capital
Securities, as the case may be.

     SECTION 5.12. Control by Holders.

     The Holders of not less than a majority in  aggregate  principal  amount of
the  Outstanding  Securities  of any  series  shall have the right to direct the
time,  method and place of conducting any proceeding for any remedy available to
the Trustee or  exercising  any trust or power  conferred on the  Trustee,  with
respect to the Securities of such series, provided that:

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

          (2) the Trustee may take any other action deemed proper by the Trustee
     that is not inconsistent with such direction, and

          (3) subject to the  provisions  of Section 6.1, the Trustee shall have
     the right to decline to follow such  direction if a Responsible  Officer or
     Officers of the Trustee shall, 



                                      -49-
<PAGE>


     in good faith,  determine that the proceeding so directed would be unjustly
     prejudicial  to the  Holders  not  joining in any such  direction  or would
     involve the Trustee in personal liability.

     SECTION 5.13. Waiver of Past Defaults.

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

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

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

     Any such  waiver  shall be deemed to be on behalf of the Holders of all the
Securities  of such  series  or, in the case of a waiver by  holders  of Capital
Securities  issued by such  Issuer  Trust,  by the  holders  of all the  Capital
Securities issued by such Issuer Trust.

     Upon any such  waiver,  such  default  or Event of Default  shall  cease to
exist, and any default or 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 Event of  Default or impair any
right consequent thereon.

     SECTION 5.14. Undertaking for Costs.

     All parties to this Indenture  agree,  and each Holder of any Security,  by
its acceptance  thereof,  shall be deemed to have agreed,  that any court may in
its discretion  require,  in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as  Trustee,  the filing by any party  litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this Section 5.14 shall not apply to any suit  instituted  by the

                                      -50-
<PAGE>


Trustee, to any suit instituted by any Holder or group of Holders holding in the
aggregate  more  than  10% in  aggregate  principal  amount  of the  Outstanding
Securities  of any  series,  or to any suit  instituted  by any  Holder  for the
enforcement of the payment of the principal of (or premium,  if any) or interest
(including any  Additional  Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.

     SECTION 5.15. Waiver of Usury, Stay or Extension Laws.

     The  Corporation  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 usury,  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 Corporation (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

     SECTION 6.1. Certain Duties and Responsibilities.

     (a) Except during the continuance of an Event of Default,

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

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

     (b) If 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 or her own
affairs.


                                      -51-
<PAGE>


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

          (1) this  Subsection  shall not be  construed  to limit the  effect of
     Subsection (a) of this Section 6.1;

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

          (3) the Trustee  shall not be liable with  respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of Holders pursuant to Section 5.12 relating to the time,  method and place
     of conducting any proceeding  for any remedy  available to the Trustee,  or
     exercising  any  trust or power  conferred  upon the  Trustee,  under  this
     Indenture with respect to the Securities of a series.

     (d) 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 there shall be reasonable  grounds for believing  that  repayment of
such  funds  or  adequate  indemnity  against  such  risk  or  liability  is not
reasonably assured to it.

     (e) 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
6.1.

     SECTION 6.2. Notice of Defaults.

     Within 90 days  after  actual  knowledge  by a  Responsible  Officer of the
Trustee  of  the  occurrence  of  any  default  hereunder  with  respect  to the
Securities of any series,  the Trustee shall  transmit by mail to all Holders of
Securities of such series, as their names and addresses appear in the Securities
Register,  notice of such default,  unless such default shall have been cured or
waived; provided,  however, that, except in the case of a default in the payment
of the principal of (or premium,  if any) or interest  (including any Additional
Interest)  on any  Security of such  series,  the Trustee  shall be protected in
withholding such notice if and so long as the board of directors,  the executive
committee or a trust committee of directors and/or  Responsible  Officers of the
Trustee in good faith  determines  that the withholding of such notice is in the
interests of the Holders of  Securities  of such series;  and provided  further,
however,  that, in the case of any default of the character specified in Section
5.1(3),  no such notice to Holders of  Securities  of such series shall be given
until at least 30 days after the  occurrence  thereof.  For the  purpose of this
Section  6.2,  the term  "default"  means any event that is, or after  notice or
lapse of time or both  would  become,  an  Event  of  Default  with  respect  to
Securities of such series.


                                      -52-
<PAGE>


     SECTION 6.3. Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

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

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

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

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

     (e) the Trustee  shall be under no obligation to exercise any of the rights
or powers  vested in it by this  Indenture at the request or direction of any of
the Holders  pursuant to this Indenture,  unless such Holders shall have offered
to the Trustee reasonable security or indemnity against the costs,  expenses and
liabilities  that might be  incurred  by it in  complying  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,
Security or other paper or document,  but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit; and

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

     SECTION 6.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals  contained herein and in the Securities,  except the Trustee's
certificates  of  



                                      -53-
<PAGE>


authentication, shall be taken as the statements of the Corporation, and neither
the Trustee nor any  Authenticating  Agent assumes any  responsibility for their
correctness.  The  Trustee  makes  no  representations  as to  the  validity  or
sufficiency of this Indenture or of the Securities.  Neither the Trustee nor any
Authenticating  Agent shall be  accountable  for the use or  application  by the
Corporation of the Securities or the proceeds thereof.

     SECTION 6.5. May Hold Securities.

     The Trustee,  any  Authenticating  Agent,  any Paying Agent, any Securities
Registrar or any other agent of the Corporation,  in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13,  may otherwise deal with the  Corporation  with the same rights it
would  have  if  it  were  not  Trustee,  Authenticating  Agent,  Paying  Agent,
Securities Registrar or such other agent.

     SECTION 6.6. 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 (including the Trust Indenture
Act). The Trustee shall be under no liability for interest on any money received
by it hereunder except as otherwise agreed with the Corporation.

     SECTION 6.7. Compensation and Reimbursement.

     The Corporation agrees

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

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

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss,  liability or expense (including the reasonable  compensation and the
     expenses  and  disbursements  of its agents and counsel)  incurred  without
     negligence, wilful misconduct or bad faith, arising out of or in connection
     with the acceptance or  administration  of this trust or the performance of
     its duties hereunder,  including the costs and expenses of defending itself
     against  any  claim  or  liability  in  connection  with  the  exercise  or
     performance of any of its powers or duties hereunder.  This indemnification
     shall survive the termination of this 


                                      -54-
<PAGE>


     Indenture.

     When the  Trustee  incurs  expenses or renders  services  after an Event of
Default  specified  in Section  5.1(4) or 5.1(5)  occurs,  the  expenses and the
compensation   for  the  services  are  intended  to   constitute   expenses  of
administration under the Bankruptcy Code.

     SECTION 6.8. Disqualification; Conflicting Interests.

     (a) The Trustee for the Securities of any series issued  hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act.  Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of said Section 310(b).

     (b) The Trust  Agreement and the Guarantee  Agreement  with respect to each
Issuer Trust shall be deemed to be specifically  described in this Indenture for
the purposes of clause (i) of the first proviso  contained in Section  310(b) of
the Trust Indenture Act.

     SECTION 6.9. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be:

          (a) a corporation  organized and doing  business under the laws of the
     United  States of  America  or of any  State or  Territory  thereof  or the
     District of  Columbia,  authorized  under such laws to  exercise  corporate
     trust powers and subject to supervision  or examination by Federal,  State,
     Territorial or District of Columbia authority, or

          (b) a corporation  or other Person  organized and doing business under
     the  laws of a  foreign  government  that is  permitted  to act as  Trustee
     pursuant to a rule, regulation or order of the Commission, authorized under
     such laws to exercise corporate trust powers, and subject to supervision or
     examination  by  authority  of  such  foreign  government  or  a  political
     subdivision thereof substantially  equivalent to supervision or examination
     applicable to United States institutional trustees,

in either case having at the time of appointment  securities rated in one of the
three highest rating categories by a nationally  recognized  statistical  rating
organization and a combined capital and surplus of at least $50,000,000. If such
corporation publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid  supervising or examining authority,  then,
for the  purposes of this  Section 6.9 and to the extent  permitted by the Trust
Indenture  Act, the combined  capital and surplus of such  corporation  shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so  published.  If at any time the Trustee shall cease to be
eligible in accordance  with the provisions of this Section 6.9, it shall resign
immediately  in the  manner and with the effect  hereinafter  specified  in this
Article  VI.  Neither the  Corporation  nor any Person  directly  or  indirectly
controlling,  controlled 


                                      -55-
<PAGE>


by or under common control with the  Corporation  shall serve as Trustee for the
Securities of any series issued hereunder.

     SECTION 6.10. 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 VI shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.11.

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

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

     (d) If at any time:

          (1) the Trustee  shall fail to comply with  Section 6.8 after  written
     request  therefor by the  Corporation  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 6.9 and shall
     fail to resign after written request  therefor by the Corporation 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 Corporation, acting pursuant to the authority of
a Board Resolution, may remove the Trustee with respect to the Securities of all
series issued  hereunder,  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
such Holder and all others similarly  situated,  petition any court of competent
jurisdiction  for the removal of the Trustee with respect to the  Securities  of
all series  issued  hereunder  and the  appointment  of a  successor  Trustee or
Trustees.

     (e) If the Trustee shall resign,  be removed or become incapable of acting,
or if a vacancy  shall occur in the office of Trustee for any cause with respect
to the Securities of one or more series, the Corporation, by a Board Resolution,
shall  promptly  appoint a successor  Trustee with 



                                      -56-
<PAGE>


respect to the  Securities  of that or those  series.  If, within one year after
such resignation,  removal or incapability, or the occurrence of such vacancy, a
successor  Trustee  with  respect  to the  Securities  of any  series  shall  be
appointed by Act of the Holders of a majority in aggregate  principal  amount of
the Outstanding  Securities of such series  delivered to the Corporation and the
retiring Trustee,  the successor Trustee so appointed shall,  forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Securities of such series and supersede the successor  Trustee  appointed by the
Corporation.  If no  successor  Trustee with  respect to the  Securities  of any
series  shall have been so  appointed  by the  Corporation  or the  Holders  and
accepted appointment in the manner hereinafter provided, any Holder who has been
a bona fide  Holder of a Security  of such  series for at least six months  may,
subject  to Section  5.14,  on behalf of such  Holder  and all others  similarly
situated,  petition any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

     (f) The Corporation  shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor  Trustee with respect to the  Securities of any series by mailing
written  notice of such  event by  first-class  mail,  postage  prepaid,  to the
Holders of Securities of such series as their names and addresses  appear in the
Securities Register. Each notice shall include the name of the successor Trustee
with respect to the  Securities  of such series and the address of its Corporate
Trust Office. 

     SECTION 6.11. Acceptance of Appointment by Successor.

     (a) In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to all  Securities,  every such  successor  Trustee so  appointed  shall
execute,  acknowledge and deliver to the Corporation and to the retiring Trustee
an instrument  accepting  such  appointment,  and thereupon the  resignation  or
removal of the  retiring  Trustee  shall  become  effective  and such  successor
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the rights,  powers,  trusts and duties of the retiring Trustee; but, on the
request of the  Corporation  or the successor  Trustee,  such  retiring  Trustee
shall,  upon  payment  of  its  charges,   execute  and  deliver  an  instrument
transferring to such successor Trustee all the rights,  powers and trusts of the
retiring  Trustee and shall duly assign,  transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

     (b) In  case of the  appointment  hereunder  of a  successor  Trustee  with
respect to the Securities of one or more (but not all) series,  the Corporation,
the retiring  Trustee and each successor  Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain  such  provisions  as shall be  necessary  or  desirable to transfer and
confirm to, and to vest in,  each  successor  Trustee  all the  rights,  powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates,  (2)
if the retiring  Trustee is not retiring with respect to all  Securities,  shall
contain  such  provisions  as shall be deemed  necessary or desirable to confirm
that all the rights,  powers,  trusts and duties of the  retiring  Trustee  with
respect to the Securities of that or


                                      -57-
<PAGE>


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

     (c) Upon  request of any such  successor  Trustee,  the  Corporation  shall
execute  any and all  instruments  for more fully and  certainly  vesting in and
confirming to such successor  Trustee all rights,  powers and trusts referred to
in paragraph (a) or (b) of this Section 6.11, as the case may be.

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

     SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business.

     Any  corporation  into which the Trustee may be merged or converted or with
which it may be  consolidated,  or any  corporation  resulting  from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business of the Trustee, shall be the successor Trustee hereunder, provided such
corporation  shall be otherwise  qualified  and eligible  under this Article VI,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto. If 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,   and  if  any
Securities shall not have been  authenticated,  any successor to the Trustee may
authenticate such Securities either in the name of any predecessor Trustee or in
the  name of  such  successor  Trustee,  and in all  cases  the  certificate  of
authentication  shall have the full force which it is  provided  anywhere in the
Securities or in this Indenture that the certificate of the Trustee shall have.

     SECTION 6.13. Preferential Collection of Claims Against Corporation.

     If and when the Trustee  shall be or become a creditor  of the  Corporation
(or any other 



                                      -58-
<PAGE>


obligor upon the Securities),  the Trustee shall be subject to the provisions of
the  Trust  Indenture  Act  regarding  the  collection  of  claims  against  the
Corporation (or any such other obligor).

     SECTION 6.14. Appointment of Authenticating Agent.

     The Trustee may appoint an  Authenticating  Agent or Agents with respect to
one or more series of Securities,  which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange,  registration  of transfer or partial  redemption  thereof or
pursuant to Section 3.7, and  Securities so  authenticated  shall be entitled to
the  benefits  of this  Indenture  and  shall be valid  and  obligatory  for all
purposes as if authenticated  by the Trustee  hereunder.  Wherever  reference is
made in this Indenture to the  authentication  and delivery of Securities by the
Trustee or to the Trustee's certificate of authentication,  such reference shall
be deemed to include  authentication and delivery on behalf of the Trustee by an
Authenticating Agent or the Authenticating Agent's certificate of authentication
set forth for this Section 6.14. Each  Authenticating  Agent shall be acceptable
to the Corporation  and shall at all times be a corporation  organized and doing
business  under  the laws of the  United  States of  America  or of any State or
Territory thereof or the District of Columbia, authorized under such laws to act
as Authenticating  Agent, having a combined capital and surplus of not less than
$50,000,000  and  subject to  supervision  or  examination  by  Federal,  State,
Territorial  or District of Columbia  authority.  If such  Authenticating  Agent
publishes  reports of  condition  at least  annually,  pursuant to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purposes of this Section 6.14 and to the extent permitted by the Trust Indenture
Act,  the  combined  capital and surplus of such  Authenticating  Agent shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so published.  If at any time an Authenticating  Agent shall
cease to be eligible in  accordance  with the  provisions  of this Section 6.14,
such  Authenticating  Agent shall resign  immediately in the manner and with the
effect specified in this Section 6.14.

     Any  corporation  into  which an  Authenticating  Agent  may be  merged  or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of an Authenticating  Agent, shall be the successor
Authenticating  Agent hereunder,  provided such  corporation  shall be otherwise
qualified and eligible under this Section 6.14,  without the execution or filing
of any paper or any further act on the part of the Trustee or the Authenticating
Agent.

     An  Authenticating  Agent may resign at any time by giving  written  notice
thereof to the  Trustee  and to the  Corporation.  The  Trustee  may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such  Authenticating  Agent and to the  Corporation.  Upon  receiving  such a
notice of resignation  or upon such a  termination,  or in case at any time such
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions  of  this  Section   6.14,   the  Trustee  may  appoint  a  successor
Authenticating  Agent,  which shall be acceptable to the  Corporation  and shall
give  notice of such  appointment  in the manner  provided 


                                      -59-
<PAGE>


in Section 1.6 to all Holders of  Securities of the series with respect to which
such Authenticating  Agent will serve. Any successor  Authenticating  Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers  and  duties  of  its  predecessor  hereunder,  with  like  effect  as if
originally named as an Authenticating  Agent. No successor  Authenticating Agent
shall be appointed unless eligible under the provision of this Section 6.14.

     The Trustee  agrees to pay to each  Authenticating  Agent from time to time
reasonable  compensation  for its  services  under this  Section  6.14,  and the
Trustee shall be entitled to be  reimbursed  for such  payments,  subject to the
provisions of Section 6.7.

     If an  appointment  with respect to one or more series is made  pursuant to
this Section 6.14, the Securities of such series may have endorsed  thereon,  in
addition  to  the  Trustee's  certificate  of  authentication,   an  alternative
certificate of authentication in the following form:

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


Dated:  ___________________
                                            STATE STREET BANK AND TRUST COMPANY
                                            as Trustee


                                            By:________________________________,
                                            As Authenticating Agent


                                            By:________________________________,
                                            Authorized Officer

                                   ARTICLE VII

              HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

     SECTION 7.1. Corporation to Furnish Trustee Names and Addresses of Holders.

     The Corporation will furnish or cause to be furnished to the Trustee:

          (a) semi-annually,  on or before June 30 and December 31 of 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


                                      -60-
<PAGE>


          (b) at such other times as the Trustee may request in writing,  within
     30 days after the receipt by the Corporation 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,

in each case to the extent such  information  is in the possession or control of
the  Corporation  and has not  otherwise  been  received  by the  Trustee in its
capacity as Securities Registrar.

     SECTION 7.2. 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  7.1 and the names and
addresses  of Holders  received  by the Trustee in its  capacity  as  Securities
Registrar.  The  Trustee may  destroy  any list  furnished  to it as provided in
Section 7.1 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  privileges  of the  Trustee,  shall  be as  provided  in the  Trust
Indenture Act.

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

     SECTION 7.3. Reports by Trustee.

     (a) The Trustee  shall  transmit to Holders  such  reports  concerning  the
Trustee and its actions under this Indenture as may be required  pursuant to the
Trust Indenture Act, at the times and in the manner provided pursuant thereto.

     (b) Reports so required to be transmitted  at stated  intervals of not more
than 12 months shall be  transmitted  no later than January 31 in each  calendar
year,  commencing  with  the  first  January  31 after  the  first  issuance  of
Securities under this Indenture.

     (c) If this Indenture  shall have been qualified  under the Trust Indenture
Act,  a copy of each such  report  shall,  at the time of such  transmission  to
Holders,  be filed by the Trustee with each  securities  exchange upon which any
Securities are listed and also with the Commission.  The Corporation will notify
the Trustee when any Securities are listed on any securities exchange.

     SECTION 7.4. Reports by Corporation.

     The Corporation  shall file with the Trustee and with the  Commission,  and
transmit to the 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 in the Trust  



                                      -61-
<PAGE>


Indenture Act; provided that any such information, documents or reports required
to be filed with the  Commission  pursuant to Section 13 or Section 15(d) of the
Exchange  Act shall be filed with the  Trustee  within 15 days after the same is
required to be filed with the  Commission.  At any time when the  Corporation is
not subject to Section 13 or 15(d) of the  Exchange  Act,  upon the request of a
Holder or beneficial owner of a Security, the Corporation shall promptly furnish
Rule 144A Information, or cause such information to be furnished, to such Holder
or beneficial owner or to a prospective purchaser of such Security designated by
such Holder or beneficial owner in order to permit  compliance by such Holder or
beneficial  owner with Rule 144A under the Securities Act in connection with the
resale of such Security by such Holder or beneficial owner;  provided,  however,
that the  Corporation  shall not be required to furnish such  information at any
time to a prospective  purchaser  located outside the United States who is not a
"U.S.  person" within the meaning of Regulation S under the Securities  Act. The
Corporation  also shall comply with the other  provisions of Trust Indenture Act
Section  314(a),  provided,  however,  that the  Corporation  shall be required,
pursuant  to this  Section  7.4,  to  provide  any  document,  report  or  other
information to the Commission  only if this Indenture  shall have been qualified
under the Trust Indenture Act.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.1. Corporation May Consolidate, Etc., Only on Certain Terms.

     The Corporation  shall not consolidate  with or merge into any other Person
or convey,  transfer  or lease its  properties  and assets  substantially  as an
entirety to any Person,  and no Person shall  consolidate with or merge into the
Corporation or convey, transfer or lease its properties and assets substantially
as an entirety to the Corporation, unless:

          (1) if the Corporation  shall  consolidate  with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person,  the corporation formed by such consolidation
     or into which the  Corporation  is merged or the Person  that  acquires  by
     conveyance or transfer,  or that leases,  the  properties and assets of the
     Corporation   substantially   as  an  entirety   shall  be  a  corporation,
     partnership  or trust  organized and existing  under the laws of the United
     States of America or any State  thereof or the  District  of  Columbia  and
     shall expressly assume, by an indenture  supplemental hereto,  executed and
     delivered to the Trustee, in form satisfactory to the Trustee,  the due and
     punctual  payment of the  principal of (and  premium,  if any) and interest
     (including any  Additional  Interest) on all the Securities of every series
     and the  performance of every covenant of this Indenture on the part of the
     Corporation to be performed or observed;

          (2) immediately after giving effect to such  transaction,  no Event of
     Default,  and 


                                      -62-
<PAGE>


     no event that,  after notice or lapse of time, or both, would constitute an
     Event of Default, shall have occurred and be continuing; and

          (3)  the  Corporation  has  delivered  to  the  Trustee  an  Officers'
     Certificate   and  an  Opinion  of   Counsel,   each   stating   that  such
     consolidation,   merger,  conveyance,   transfer  or  lease  and  any  such
     supplemental   indenture  comply  with  this  Article  VIII  and  that  all
     conditions  precedent herein provided for relating to such transaction have
     been complied with; and the Trustee,  subject to Section 6.1, may rely upon
     such Officers'  Certificate  and Opinion of Counsel as conclusive  evidence
     that such transaction complies with this Section 8.1.

     SECTION 8.2. Successor Corporation Substituted.

     Upon any  consolidation or merger by the Corporation with or into any other
Person,  or  any  conveyance,  transfer  or  lease  by  the  Corporation  of its
properties and assets  substantially  as an entirety to any Person in accordance
with Section 8.1, the successor corporation formed by such consolidation or into
which the Corporation 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  Corporation  under this  Indenture with the same effect as if
such successor Person had been named as the Corporation herein; and in the event
of any such conveyance,  transfer or lease, the Corporation  shall be discharged
from all obligations and covenants under this Indenture and the Securities.

     Such successor Person may cause to be executed, and may issue either in its
own  name  or in the  name  of  the  Corporation,  any or all of the  Securities
issuable   hereunder  that  theretofore  shall  not  have  been  signed  by  the
Corporation and delivered to the Trustee;  and, upon the order of such successor
Person instead of the Corporation  and subject to all the terms,  conditions and
limitations in this Indenture  prescribed,  the Trustee shall  authenticate  and
shall  deliver  any  Securities  that  previously  shall  have been  signed  and
delivered by the officers of the  Corporation to the Trustee for  authentication
pursuant  to such  provisions  and any  Securities  that such  successor  Person
thereafter shall cause to be executed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions.  All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture.

     In case of any such consolidation,  merger, conveyance,  transfer or lease,
such changes in phraseology and form may be made in the Securities thereafter to
be issued as may be appropriate.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES


                                      -63-
<PAGE>


     SECTION 9.1. Supplemental Indentures Without Consent of Holders.

     Without the consent of any Holders,  the Corporation,  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  Corporation,
     and  the  assumption  by  any  such  successor  of  the  covenants  of  the
     Corporation contained herein and in the Securities contained; or

          (2) to convey, transfer, assign, mortgage or pledge any property to or
     with the Trustee or to surrender any right or power herein  conferred  upon
     the Corporation; or

          (3) to  establish  the form or terms of  Securities  of any  series as
     permitted by Sections 2.1 or 3.1; or

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

          (5) to add any  additional  Events of Default  for the  benefit of the
     Holders of all or any series of Securities (and if such  additional  Events
     of Default are to be for the benefit of less than all series of Securities,
     stating that such additional Events of Default are expressly being included
     solely for the benefit of the series specified); or

          (6) to change or eliminate any of the  provisions  of this  Indenture,
     provided  that any such change or  elimination  shall (a) become  effective
     only when there is no Security  Outstanding  of any series created prior to
     the  execution  of such  supplemental  indenture  that is  entitled  to the
     benefit of such provision or (b) not apply to any  Outstanding  Securities;
     or

          (7) to cure any  ambiguity,  to correct or  supplement  any  provision
     herein  that may be  defective  or  inconsistent  with any other  provision
     herein,  or to make  any  other  provisions  with  respect  to  matters  or
     questions arising under this Indenture,  provided that such action pursuant
     to this clause (7) shall not  adversely  affect the interest of the Holders
     of Securities of any series in any material  respect or, in the case of the
     Securities  of a series issued to an Issuer Trust and for so long as any of
     the corresponding  series of Capital Securities issued by such Issuer Trust
     shall remain outstanding, the holders of such Capital Securities; or


                                      -64-
<PAGE>


          (8)  to  evidence  and  provide  for  the  acceptance  of  appointment
     hereunder by a successor  Trustee with respect to the  Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate  the  administration  of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 6.11(b); or

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

     SECTION 9.2. Supplemental Indentures with Consent of Holders.

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

          (1) change the Stated Maturity of the principal of, or any installment
     of interest (including any Additional Interest) on, any Security, or reduce
     the principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption thereof, or reduce the amount of principal of a
     Discount  Security  that would be due and  payable  upon a  declaration  of
     acceleration of the Maturity thereof pursuant to Section 5.2, or change the
     place of payment where,  or the coin or currency in which,  any Security or
     interest (including any Additional  Interest) thereon is payable, or impair
     the right to institute  suit for the  enforcement of any such payment on or
     after the Stated  Maturity  thereof (or, in the case of  redemption,  on or
     after the Redemption Date), or

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

          (3) modify any of the provisions of this Section 9.2,  Section 5.13 or
     Section  10.5,  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 Security affected thereby;

provided further, however, that, in the case of Securities of a series issued to
an  Issuer  Trust,  so  long  as any  of the  corresponding  series  of  Capital
Securities  issued  by  such  Issuer  Trust  remains  outstanding,  (i) no  such
amendment  shall be made that  adversely  affects  the  holders of such  



                                      -65-
<PAGE>


Capital Securities in any material respect, 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 at least a  Majority  in  Liquidation  Amount  of such  Capital
Securities  (as defined in the  related  Trust  Agreement)  unless and until the
principal of (and  premium,  if any, on) the  Securities  of such series and all
accrued and (subject to Section  3.12) unpaid  interest  (including,  subject to
Section 3.12, any Additional  Interest) thereon have been paid in full, and (ii)
no amendment  shall be made to Section 5.8 of this  Indenture  that would impair
the  rights of the  holders  of Capital  Securities  issued by any Issuer  Trust
provided  therein  without the prior consent of the holders of each such Capital
Security then  outstanding  unless and until the  principal of (and premium,  if
any, on) the  Securities  of such series and all accrued and (subject to Section
3.12)  unpaid  interest  (including,  subject to Section  3.12,  any  Additional
Interest) thereon have been paid in full.

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

     It shall not be necessary  for any Act of Holders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     SECTION 9.3. Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental
indenture  permitted  by this  Article  IX or the  modifications  thereby of the
trusts created by this Indenture,  the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully  protected in relying upon, an Officers'
Certificate  and an  Opinion  of  Counsel  stating  that the  execution  of such
supplemental  indenture is authorized or permitted by this  Indenture,  and that
all conditions  precedent  herein provided for relating to such action have been
complied  with.  The Trustee may, but shall not be obligated  to, enter into any
such  supplemental  indenture  that affects the Trustee's own rights,  duties or
immunities under this Indenture or otherwise.

     SECTION 9.4. Effect of Supplemental Indentures.

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

     SECTION 9.5. Conformity with Trust Indenture Act.


                                      -66-


<PAGE>


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

     SECTION 9.6. Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

     SECTION 10.1. Payment of Principal, Premium and Interest.

     The  Corporation  covenants  and agrees for the  benefit of each  series of
Securities  that it will duly and  punctually pay the principal of (and premium,
if any) and interest  (including any  Additional  Interest) on the Securities of
that series in accordance with the terms of such Securities and this Indenture.

     SECTION 10.2. Maintenance of Office or Agency.

     The  Corporation  will  maintain in each Place of Payment for any series of
Securities an office or agency where  Securities of that series may be presented
or surrendered for payment,  where  Securities of that series may be surrendered
for  registration  of transfer or exchange  and where  notices and demands to or
upon the  Corporation  in  respect  of the  Securities  of that  series and this
Indenture may be served. The Corporation initially appoints the Trustee,  acting
through  its  Corporate  Trust  Office,  as its  agent  for said  purposes.  The
Corporation  will give prompt written notice to the Trustee of any change in the
location of any such office or agency. If at any time the Corporation shall fail
to maintain  such 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  Corporation
hereby  appoints  the  Trustee as its agent to receive  all such  presentations,
surrenders, notices and demands.

     The  Corporation  may also from time to time  designate  one or more  other
offices or agencies where the Securities may be presented or surrendered for any
or all of such  purposes,  and may from time to time rescind such  designations;
provided,  however,  that no such  



                                      -67-
<PAGE>


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

     SECTION 10.3. Money for Security Payments to be Held in Trust.

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

     Whenever the  Corporation  shall have one or more Paying  Agents,  it will,
prior to 10:00 a.m.,  New York City time,  on each due date of the  principal of
(or premium,  if any) or interest  (including  any  Additional  Interest) on any
Securities,  deposit with a Paying Agent a sum  sufficient  to pay the amount so
becoming  due,  such  sum to be held in trust  for the  benefit  of the  Persons
entitled to such  amount,  and (unless  such Paying  Agent is the  Trustee)  the
Corporation will promptly notify the Trustee of its failure so to act.

     The  Corporation  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 10.3,
that such Paying Agent will:

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

          (2) give the Trustee notice of any default by the  Corporation (or any
     other  obligor  upon  such  Securities)  in the  making of any  payment  of
     principal  (or  premium,  if any) or  interest  (including  any  Additional
     Interest) in respect of any Security of any series;

          (3) at any time during the  continuance of any default with respect to
     a series of Securities,  upon the written request of the Trustee, forthwith
     pay to the  Trustee  all sums so held in trust by such  Paying  Agent  with
     respect to such series; and

          (4) comply with the  provisions of the Trust  Indenture Act applicable
     to it as a Paying Agent.

     The  Corporation  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and 



                                      -68-
<PAGE>


discharge of this  Indenture or for any other  purpose,  pay, or by  Corporation
Order  direct any Paying  Agent to pay, to the Trustee all sums held in trust by
the  Corporation 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  Corporation  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  Corporation  in trust for the payment of the  principal of (or premium,  if
any) or  interest  (including  any  Additional  Interest)  on any  Security  and
remaining  unclaimed for two years after such principal (or premium,  if any) or
interest  (including any  Additional  Interest) has become due and payable shall
(unless  otherwise  required by  mandatory  provision of  applicable  escheat or
abandoned  or  unclaimed  property  law) be paid on  Corporation  Request to the
Corporation,  or (if  then  held by the  Corporation)  shall  (unless  otherwise
required by mandatory  provision of applicable escheat or abandoned or unclaimed
property  law) be  discharged  from such trust;  and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Corporation
for payment thereof,  and all liability of the Trustee or such Paying Agent with
respect to such trust money,  and all  liability of the  Corporation  as trustee
thereof,  shall thereupon  cease;  provided,  however,  that the Trustee or such
Paying  Agent,  before  being  required to make any such  repayment,  may at the
expense of the Corporation cause to be published once, in a newspaper  published
in the English  language,  customarily  published  on each  Business  Day and of
general  circulation in the Borough of Manhattan,  The City of New York,  notice
that such money remains  unclaimed  and that,  after a date  specified  therein,
which  shall  not be less than 30 days  from the date of such  publication,  any
unclaimed   balance  of  such  money  then  remaining  will  be  repaid  to  the
Corporation.

     SECTION 10.4. Statement as to Compliance.

     The Corporation shall deliver to the Trustee, within 120 days after the end
of each  fiscal  year of the  Corporation  ending  after  the  date  hereof,  an
Officers'  Certificate  covering the preceding calendar year, stating whether or
not to the best knowledge of the signers  thereof the  Corporation is in default
in the  performance,  observance or fulfillment of or compliance with any of the
terms,  provisions,  covenants  and  conditions  of this  Indenture,  and if the
Corporation shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this Section
10.4,  compliance  shall be  determined  without  regard to any grace  period or
requirement of notice provided pursuant to the terms of this Indenture.

     SECTION 10.5. Waiver of Certain Covenants.

     Subject to the rights of holders of Capital Securities specified in Section
9.2, if any, the Corporation may omit in any particular  instance to comply with
any covenant or  condition  provided  pursuant to Section 3.1,  9.1(3) or 9.1(4)
with respect to the  Securities  of any series,  if 



                                      -69-
<PAGE>


before or after the time for such  compliance the Holders of at least a majority
in  aggregate  principal  amount of the  Outstanding  Securities  of such series
shall, by Act of such Holders,  either waive such compliance in such instance or
generally waive  compliance with such covenant or condition,  but no such waiver
shall  extend to or affect such  covenant or  condition  except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the  Corporation in respect of any such covenant or condition shall remain in
full force and effect.

     SECTION 10.6. Additional Sums.

     In the case of the  Securities  of a series  initially  issued to an Issuer
Trust,  so long as no Event of Default has occurred and is continuing and except
as otherwise  specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the Outstanding  Securities of such series,
and (ii) a Tax Event has  occurred and is  continuing  in respect of such Issuer
Trust,  the  Corporation  shall  pay to such  Issuer  Trust  (or  its  permitted
successor  under the related Trust  Agreement)  for so long as such Issuer Trust
(or  its  permitted  successor)  is the  registered  holder  of the  Outstanding
Securities  of such  series,  together  with any  payment  of  principal  of (or
premium,  if  any) or  interest  (including  any  Additional  Interest)  on such
Securities, such additional sums as may be necessary in order that the amount of
Distributions  (including  any  Additional  Amounts  (as  defined  in such Trust
Agreement))  then payable by such Issuer Trust in respect of the related Capital
Securities and Common  Securities in accordance with the terms thereof shall not
be reduced as a result of any Additional  Taxes arising from such Tax Event (the
"Additional  Sums").  Whenever in this  Indenture or the  Securities  there is a
reference in any context to the payment of principal of (or premium,  if any) or
interest  (including any Additional  Interest) on the  Securities,  such mention
shall be deemed to  include  mention  of the  payments  of the  Additional  Sums
provided for in this  paragraph to the extent that, in such context,  Additional
Sums are, were or would be payable in respect thereof pursuant to the provisions
of this paragraph, and any express mention of the payment of Additional Sums (if
applicable)  in any  provision  hereof  shall  not  be  construed  as  excluding
Additional  Sums in those  provisions  hereof where such express  mention is not
made; provided,  however,  that the deferral of the payment of interest pursuant
to Section  3.12 or the terms of the  Securities  shall not defer the payment of
any Additional Sums that may be due and payable.

     SECTION 10.7. Additional Covenants.

     The Corporation covenants and agrees with each Holder of Securities of each
series  that it shall  not,  and it  shall  not  permit  any  Subsidiary  of the
Corporation to, (x) declare or pay any dividends or distributions  on, or redeem
purchase,  acquire or make a liquidation  payment with respect to, any shares of
the  Corporation's  capital  stock,  or (y) make any payment of  principal of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities  of the  Corporation  that rank pari  passu in all  respects  with or
junior in interest to the Securities of such series (other than (a) repurchases,
redemptions or other  acquisitions of shares of capital stock of the Corporation
in  connection  with any  employment  contract,  benefit  plan or other  similar
arrangement  with or for the  benefit  of any one or more  employees,  officers,
directors  or  


                                      -70-
<PAGE>


consultants,  in connection with a dividend  reinvestment  or stockholder  stock
purchase  plan or in  connection  with  the  issuance  of  capital  stock of the
Corporation  (or securities  convertible  into or  exercisable  for such capital
stock) as consideration in an acquisition  transaction entered into prior to the
applicable Extension Period, (b) as a result of an exchange or conversion of any
class or series of the  Corporation's  capital  stock (or any capital stock of a
Subsidiary  of the  Corporation)  for any class or  series of the  Corporation's
capital stock or of any class or series of the  Corporation's  indebtedness  for
any class or series of the  Corporation's  capital  stock,  (c) the  purchase of
fractional  interests in shares of the  Corporation's  capital stock pursuant to
the  conversion  or exchange  provisions  of such capital  stock or the security
being  converted or exchanged,  (d) any  declaration of a dividend in connection
with any Rights Plan, or the issuance of rights,  stock or other  property under
any Rights Plan, or the redemption or repurchase of rights pursuant thereto,  or
(e) any dividend in the form of stock,  warrants,  options or other rights where
the dividend stock or the stock issuable upon exercise of such warrants, options
or other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such  stock) if at such time (i) there  shall
have occurred any event (A) of which the Corporation  has actual  knowledge that
with the giving of notice or the lapse of time,  or both,  would  constitute  an
Event of Default with respect to the  Securities  of such series,  and (B) which
the  Corporation  shall not have  taken  reasonable  steps to cure,  (ii) if the
Securities of such series are held by an Issuer Trust, the Corporation  shall be
in default with respect to its payment of any  obligations  under the  Guarantee
Agreement  relating to the Capital  Securities  issued by such Issuer Trust,  or
(iii) the  Corporation  shall  have  given  notice of its  election  to begin an
Extension  Period  with  respect to the  Securities  of such  series as provided
herein and shall not have rescinded such notice,  or such Extension  Period,  or
any extension thereof, shall be continuing.

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

     SECTION 10.8. Original Issue Discount.

     For each year during which any  Securities  that were issued with  original
issue discount are  Outstanding,  the  Corporation  shall furnish to each Paying
Agent in a timely  fashion such  information  as may be reasonably  requested by
each Paying  Agent in order that such Paying  Agent may prepare the  information
that it is required to report for such year on Internal  Revenue  Service  Forms
1096 and 1099 pursuant to Section 6049 of the Internal  Revenue Code of 1986, as


                                      -71-
<PAGE>


amended.  Such  information  shall include the amount of original issue discount
includable in income for each $1,000 of principal  amount at Stated  Maturity of
Securities Outstanding during such year.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

     SECTION 11.1. Applicability of This Article.

     Redemption of  Securities of any series  (whether by operation of a sinking
fund or  otherwise)  as  permitted  or required  by any form of Security  issued
pursuant  to this  Indenture  shall  be made in  accordance  with  such  form of
Security and this Article XI;  provided,  however,  that if any provision of any
such form of Security  shall conflict with any provision of this Article XI, the
provision of such form of Security  shall govern.  Except as otherwise set forth
in the form of Security  for such  series,  each  Security of a series  shall be
subject to partial redemption only in integral multiples of $1,000.

     SECTION 11.2. Election to Redeem; Notice to Trustee.

     The election of the Corporation to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution.  In case of any redemption at the election
of the  Corporation,  the Corporation  shall,  not less than 45 nor more than 60
days prior to the Redemption Date (unless a shorter notice shall be satisfactory
to the  Trustee),  notify the Trustee and, in the case of Securities of a series
held by an Issuer Trust, the Property Trustee under the related Trust Agreement,
of such date and of the principal amount of Securities of the applicable  series
to be redeemed and provide the additional information required to be included in
the notice or notices contemplated by Section 11.4; provided that in the case of
any series of Securities  initially  issued to an Issuer  Trust,  for so long as
such  Securities  are held by such Issuer Trust,  such notice shall be given not
less  than 45 nor more  than 75 days  prior to such  Redemption  Date  (unless a
shorter notice shall be satisfactory  to the Property  Trustee under the related
Trust  Agreement).  In the case of any  redemption  of  Securities  prior to the
expiration of any restriction on such  redemption  provided in the terms of such
Securities,  the  Corporation  shall  furnish  the  Trustee  with  an  Officers'
Certificate  and  an  Opinion  of  Counsel   evidencing   compliance  with  such
restriction.

     SECTION 11.3. Selection of Securities to be Redeemed.

     If less than all the  Securities  of any  series  are to be  redeemed,  the
particular  Securities  to be redeemed  shall be selected  not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding  Securities of
such series not previously called for redemption,  by such method as the Trustee
shall deem fair and  appropriate  and which may  provide for the  selection  for
redemption of a portion of the principal  amount of any Security of such series,



                                      -72-
<PAGE>


provided that the  unredeemed  portion of the  principal  amount of any Security
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Security.

     The  Trustee  shall  promptly  notify  the  Corporation  in  writing of the
Securities  selected for partial  redemption and the principal amount thereof to
be redeemed.  For all purposes of this Indenture,  unless the context  otherwise
requires,  all provisions relating to the redemption of Securities shall relate,
in the case of any  Security  redeemed  or to be redeemed  only in part,  to the
portion  of the  principal  amount  of such  Security  that has been or is to be
redeemed.

     SECTION 11.4. Notice of Redemption.

     Notice of 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 the address of such Holder as it
appears in the Securities  Register,  provided that in the case of any series of
Securities  initially  issued to an Issuer Trust, for so long as such Securities
are held by such Issuer  Trust,  such notice shall be given not less than 45 nor
more than 75 days prior to such  Redemption  Date (unless a shorter notice shall
be satisfactory to the Property Trustee under the related Trust Agreement).

     With respect to  Securities  of each series to be redeemed,  each notice of
redemption shall state:

          (a) the Redemption Date;

          (b) the  Redemption  Price  or,  if the  Redemption  Price  cannot  be
     calculated prior to the time the notice is required to be sent, an estimate
     of the  Redemption  Price  together with a statement that it is an estimate
     and that the  actual  Redemption  Price  will be  calculated  on the  third
     Business Day prior to the Redemption  Date (and, if such an estimate of the
     Redemption Price is given, a subsequent  notice shall be given as set forth
     above on the date that such  Redemption  Price is calculated  setting forth
     the actual Redemption Price);

          (c) if less than all Outstanding  Securities of such particular series
     are to be  redeemed,  the  identification  (and,  in the  case  of  partial
     redemption,  the respective principal amounts) of the particular Securities
     to be redeemed;

          (d) that on the Redemption  Date, the Redemption Price will become due
     and payable upon each such Security or portion  thereof,  and that interest
     (including any Additional  Interest) thereon, if any, shall cease to accrue
     on and after said date;

          (e) the place or places where such  Securities  are to be  surrendered
     for payment of the Redemption Price;


                                      -73-
<PAGE>


          (f) that the redemption is for a sinking fund, if such is the case;

          (g) such other  provisions  as may be required in respect of the terms
     of a particular series of Securities.

     Notice of  redemption  of  Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's  request,
by the  Trustee in the name and at the expense of the  Corporation  and shall be
irrevocable.  The  notice  if  mailed  in the  manner  provided  above  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  Holder
receives such notice.  In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security  designated for redemption as
a whole or in part shall not  affect the  validity  of the  proceedings  for the
redemption of any other Security.

     SECTION 11.5. Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the  Redemption  Date specified
in the notice of redemption  given as provided in Section 11.4, the  Corporation
will  deposit  with the  Trustee or with one or more  Paying  Agents (or, if the
Corporation is acting as its own Paying Agent,  the  Corporation  will segregate
and hold in trust as provided in Section 10.3) an amount of money  sufficient to
pay the Redemption Price of, and any accrued interest  (including any Additional
Interest) on, all the Securities  (or portions  thereof) that are to be redeemed
on that date.

     SECTION 11.6. Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of  Securities  with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such  notice  at the  applicable  Redemption  Price,  together  with  accrued
interest  (including  any  Additional  Interest)  to  the  Redemption  Date.  On
presentation  and  surrender  of such  Securities  at a Place of Payment in said
notice specified, the said Securities or the specified portions thereof shall be
paid  and  redeemed  by the  Corporation  at the  applicable  Redemption  Price,
together  with  accrued  interest  (including  any  Additional  Interest) to the
Redemption  Date;  provided,   however,  that,  unless  otherwise  specified  as
contemplated by Section 3.1,  installments of interest (including any Additional
Interest)  whose Stated  Maturity is on or prior to the Redemption  Date will 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 their terms and the provisions of Section 3.8.

     Upon  presentation  of any Security  redeemed in part only, the Corporation
shall  execute  and the  Trustee  shall  authenticate  and deliver to the Holder
thereof, at the expense of the Corporation,  a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.


                                      -74-
<PAGE>


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

     SECTION 11.7.  Right of Redemption  of  Securities  Initially  Issued to an
Issuer Trust.

     In the case of Securities of a series  initially issued to an Issuer Trust,
except as otherwise  specified as contemplated by Section 3.1, the  Corporation,
at its option,  may redeem such Securities (i) on or after the date specified in
such  Security,  in whole at any time or in part from time to time, or (ii) upon
the occurrence and during the continuation of a Tax Event or a Capital Treatment
Event,  in whole  (but not in part) at any time  within  90 days  following  the
occurrence and during the  continuation  of such Tax Event or Capital  Treatment
Event, in each case at a Redemption  Price specified in such Security,  together
with accrued interest  (including any Additional  Interest) to but excluding the
Redemption Date.

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

                                   ARTICLE XII

                                  SINKING FUNDS

     SECTION 12.1. Applicability of Article.

     The  provisions of this Article shall be applicable to any sinking fund for
the  retirement of  Securities  of any series  except as otherwise  specified as
contemplated by Section 3.1 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "mandatory  sinking fund
payment",  and any sinking fund payment in excess of such minimum amount that is
permitted  to be made by the terms of such  Securities  of any  series is herein
referred to as an "optional sinking fund payment".  If provided for by the terms
of any Securities of any series, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section  12.2.  Each sinking fund payment
shall be applied to the  redemption  of Securities of any series as provided for
by the terms of such Securities.


                                      -75-
<PAGE>


     SECTION 12.2. Satisfaction of Sinking Fund Payments with Securities.

     In lieu of making all or any part of a mandatory  sinking fund payment with
respect  to any  Securities  of a series  in cash,  the  Corporation  may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on  which  such  sinking  fund  payment  is  due,  deliver  to the  Trustee
Securities  of  such  series  (together  with  the  unmatured  coupons,  if any,
appertaining  thereto)  theretofore  purchased  or  otherwise  acquired  by  the
Corporation,  except  Securities of such series that have been redeemed  through
the application of mandatory or optional  sinking fund payments  pursuant to the
terms of the  Securities  of such series,  accompanied  by a  Corporation  Order
instructing  the  Trustee  to  credit  such  obligations  and  stating  that the
Securities of such series were  originally  issued by the  Corporation by way of
bona fide sale or other  negotiation for value;  provided that the Securities to
be so credited  have not been  previously so credited.  The  Securities to be so
credited  shall be received  and credited for such purpose by the Trustee at the
Redemption  Price for such  Securities,  as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

     SECTION 12.3. Redemption of Securities for Sinking Fund.

     Not less  than 45 days  prior to each  sinking  fund  payment  date for any
series of Securities,  the Corporation  will deliver to the Trustee an Officers'
Certificate  specifying the amount of the next ensuing  sinking fund payment for
such Securities  pursuant to the terms of such Securities,  the portion thereof,
if any,  that is to be satisfied by payment of cash in the currency in which the
Securities  of such series are payable  (except as provided  pursuant to Section
3.1) and the portion thereof,  if any, that is to be satisfied by delivering and
crediting  Securities  pursuant to Section  12.2,  and will also  deliver to the
Trustee any Securities to be so delivered.  Such Officers'  Certificate shall be
irrevocable and upon its delivery the Corporation shall be obligated to make any
cash  payment or  payments  referred  to  therein,  on or before the  succeeding
sinking fund payment date. If the  Corporation  fails to deliver such  Officers'
Certificate (or, as required by this Indenture,  the Securities and coupons,  if
any,  specified in such Officers'  Certificate)  by the due date  therefor,  the
sinking  fund payment due on the  succeeding  sinking fund payment date for such
series  shall be paid  entirely  in cash and shall be  sufficient  to redeem the
principal amount of the Securities of such series subject to a mandatory sinking
fund payment  without the right to deliver or credit  securities  as provided in
Section  12.2 and without the right to make the  optional  sinking  fund payment
with respect to such series at such time.

         Any sinking fund payment or payments  (mandatory  or optional)  made in
cash plus any unused  balance of any  preceding  sinking fund payments made with
respect  to the  Securities  of any  particular  series  shall be applied by the
Trustee (or by the  Corporation,  if the Corporation is acting as its own Paying
Agent) on the sinking  fund  payment  date on which such payment is made (or, if
such  payment is made before a sinking fund  payment  date,  on the sinking fund
payment date  immediately  following the date of such payment) to the redemption
of  Securities  of  such  series  at the  Redemption  Price  specified  in  such
Securities  with  respect to the sinking  fund.  



                                      -76-
<PAGE>


Any and all sinking fund moneys with respect to the Securities of any particular
series held by the Trustee (or, if the  Corporation  is acting as its own Paying
Agent,  segregated  and held in trust as provided  in Section  10.3) on the last
sinking fund payment date with respect to Securities of such series and not held
for the payment or redemption  of particular  Securities of such series shall be
applied by the Trustee (or, by the Corporation,  if the Corporation is acting as
its own Paying Agent), together with other moneys, if necessary, to be deposited
(or segregated)  sufficient for the purpose,  to the payment of the principal of
the  Securities  of such  series at  Maturity.  The  Trustee  shall  select  the
Securities  to be redeemed  upon such  sinking  fund  payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the  Corporation in the manner  provided in
Section  11.4.  Such  notice  having  been duly given,  the  redemption  of such
Securities  shall be made  upon the terms and in the  manner  stated in  Section
11.6. On or before each sinking fund payment date, the Corporation  shall pay to
the  Trustee  (or, if the  Corporation  is acting as its own Paying  Agent,  the
Corporation  shall  segregate  and hold in trust as provided in Section 10.3) in
cash a sum in the  currency  in which  Securities  of such  series  are  payable
(except as  provided  pursuant  to  Section  3.1)  equal to the  principal  (and
premium, if any) and any interest (including any Additional Interest) accrued to
the  Redemption  Date for the  Securities or portions  thereof to be redeemed on
such sinking fund payment date pursuant to this Section 12.3.

     Neither the Trustee nor the  Corporation  shall redeem any  Securities of a
series with sinking fund monies or mail any notice of  redemption  of Securities
of such  series by  operation  of the sinking  fund for such  series  during the
continuance  of a default in  payment  of  interest  (including  any  Additional
Interest),  if any, on any  Securities of such series or of any Event of Default
(other than an Event of Default  occurring as a consequence  of this  paragraph)
with  respect to the  Securities  of such  series,  except that if the notice of
redemption  shall have been provided in accordance  with the provisions  hereof,
the Trustee (or the Corporation,  if the Corporation is acting as its own Paying
Agent) shall redeem such Securities if cash sufficient for that purpose shall be
deposited with the Trustee (or segregated by the  Corporation)  for that purpose
in  accordance  with the terms of this Article  XII.  Except as  aforesaid,  any
monies in the sinking  fund for such series at the time when any such default or
Event of Default  shall occur and any monies  thereafter  paid into such sinking
fund shall,  during the continuance of such default or Event of Default, be held
as  security  for the  payment of the  principal  of (and  premium,  if any) and
interest  (including any Additional  Interest) on the Securities of such series;
provided,  however,  that if such  default or Event of  Default  shall have been
cured or waived as provided  herein,  such monies shall thereafter be applied on
the next sinking fund  payment date for the  Securities  of such series on which
such monies may be applied pursuant to the provisions of this Section 12.3.

                                  ARTICLE XIII

                           SUBORDINATION OF SECURITIES



                                      -77-
<PAGE>


     SECTION 13.1. Securities Subordinate to Senior Indebtedness.

     The Corporation covenants and agrees, and each Holder of a Security, by its
acceptance  thereof,  likewise covenants and agrees,  that, to the extent and in
the  manner  hereinafter  set forth in this  Article  XIII,  the  payment of the
principal  of (and  premium,  if any) and  interest  (including  any  Additional
Interest) on each and all of the  Securities of each and every series are hereby
expressly made  subordinate and subject in right of payment to the prior payment
in full of all Senior Indebtedness.

     SECTION 13.2. No Payment When Senior Indebtedness in Default;  Payment Over
of Proceeds Upon Dissolution, Etc.

     If the  Corporation  shall  default in the payment of any  principal of (or
premium,  if any) or interest on any Senior  Indebtedness  when the same becomes
due and  payable,  whether at maturity or at a date fixed for  prepayment  or by
declaration  of  acceleration  or otherwise,  then,  upon written notice of such
default to the Corporation by the holders of Senior  Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have  ceased to exist,  no direct or  indirect  payment  (in cash,  property  or
securities,  by  set-off  or  otherwise)  shall be made or  agreed to be made on
account of the  principal of (or  premium,  if any) or interest  (including  any
Additional Interest) on any of the Securities,  or in respect of any redemption,
repayment, retirement, purchase or other acquisition of any of the Securities.

     In the event of (a) any insolvency, bankruptcy, receivership,  liquidation,
reorganization,  readjustment, composition or other similar proceedings relating
to the  Corporation,  its creditors or its property,  (b) any proceeding for the
liquidation,  dissolution or other winding up of the  Corporation,  voluntary or
involuntary,  whether or not involving insolvency or bankruptcy proceedings, (c)
any assignment by the  Corporation for the benefit of creditors or (d) any other
marshaling of the assets of the  Corporation  (each such event,  if any,  herein
sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings)  shall
first be paid in full  before  any  payment  or  distribution,  whether in cash,
securities  or  other  property,  shall  be  made  to any  Holder  of any of the
Securities on account  thereof.  Any payment or  distribution,  whether in cash,
securities or other property  (other than  securities of the  Corporation or any
other  corporation  provided for by a plan of reorganization or readjustment the
payment  of which is  subordinate,  at least  to the  extent  provided  in these
subordination  provisions  with  respect to the  indebtedness  evidenced  by the
Securities,  to the payment of all Senior  Indebtedness at the time  outstanding
and to any  securities  issued  in  respect  thereof  under  any  such  plan  of
reorganization   or   readjustment),   that  would   otherwise  (but  for  these
subordination provisions) be payable or deliverable in respect of the Securities
of any  series  shall be paid or  delivered  directly  to the  holders of Senior
Indebtedness  in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.


                                      -78-
<PAGE>


     In the event of any  Proceeding,  after  payment  in full of all sums owing
with respect to Senior  Indebtedness,  the Holders of the  Securities,  together
with the holders of any obligations of the Corporation  ranking on a parity with
the  Securities,  shall be entitled to be paid from the remaining  assets of the
Corporation the amounts at the time due and owing on account of unpaid principal
of (and premium, if any) and interest (including any Additional Interest) on the
Securities and such other obligations before any payment or other  distribution,
whether in cash, property or otherwise,  shall be made on account of any capital
stock or any obligations of the Corporation ranking junior to the Securities and
such other obligations.

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

     The Trustee and the Holders shall take such action  (including the delivery
of this Indenture to an agent for the holders of Senior  Indebtedness or consent
to the filing of a  financing  statement  with  respect  hereto) as may,  in the
opinion of counsel  designated by the holders of a majority in principal  amount
of the Senior Indebtedness at the time outstanding,  be necessary or appropriate
to assure the effectiveness of the subordination effected by these provisions.

     The provisions of this Section 13.2 shall not impair any rights, interests,
remedies or powers of any secured  creditor of the Corporation in respect of any
security  interest the creation of which is not  prohibited by the provisions of
this Indenture.

     The securing of any obligations of the Corporation,  otherwise ranking on a
parity with the  Securities or ranking  junior to the  Securities,  shall not be
deemed to prevent such obligations from constituting,  respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

     SECTION 13.3. Payment Permitted If No Default.


                                      -79-
<PAGE>


     Nothing contained in this Article XIII or elsewhere in this Indenture or in
any of the Securities  shall prevent (a) the  Corporation,  at any time,  except
during the  pendency  of the  conditions  described  in the first  paragraph  of
Section  13.2 or of any  Proceeding  referred  to in Section  13.2,  from making
payments  at any  time of  principal  of  (and  premium,  if  any)  or  interest
(including any Additional Interest) on the Securities, or (b) the application by
the Trustee of any moneys  deposited  with it  hereunder to the payment of or on
account of the principal of (and  premium,  if any) or interest  (including  any
Additional  Interest) on the  Securities or the retention of such payment by the
Holders,  if, at the time of such  application  by the Trustee,  it did not have
knowledge that such payment would have been prohibited by the provisions of this
Article XIII.

     SECTION 13.4. Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the  payment in full of all  amounts due or to become due on all
Senior  Indebtedness,  or the  provision  for  such  payment  in  cash  or  cash
equivalents  or  otherwise  in a manner  satisfactory  to the  holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or  distributions  made to the holders of such Senior  Indebtedness
pursuant to the  provisions  of this Article XIII  (equally and ratably with the
holders of all  indebtedness  of the  Corporation  that by its express  terms is
subordinated to Senior Indebtedness of the Corporation to substantially the same
extent as the  Securities are  subordinated  to the Senior  Indebtedness  and is
entitled  to  like  rights  of   subrogation   by  reason  of  any  payments  or
distributions made to holders of such Senior  Indebtedness) to the rights of the
holders of such Senior  Indebtedness to receive  payments and  distributions  of
cash,  property and securities  applicable to the Senior  Indebtedness until the
principal  of (and  premium,  if any) and  interest  (including  any  Additional
Interest)  on the  Securities  shall  be  paid in  full.  For  purposes  of such
subrogation,  no  payments  or  distributions  to  the  holders  of  the  Senior
Indebtedness  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 XIII,  and no payments  over pursuant to the  provisions of this Article
XIII to the holders of Senior  Indebtedness  by Holders of the Securities or the
Trustee,  shall, as among the  Corporation,  its creditors other than holders of
Senior  Indebtedness,  and the  Holders  of the  Securities,  be  deemed to be a
payment or  distribution  by the  Corporation  to or on  account of such  Senior
Indebtedness.

     SECTION 13.5. Provisions Solely to Define Relative Rights.

     The  provisions  of this Article  XIII are and are intended  solely for the
purpose of defining the relative  rights of the Holders of the Securities on the
one hand and the  holders  of Senior  Indebtedness  on the other  hand.  Nothing
contained  in  this  Article  XIII or  elsewhere  in  this  Indenture  or in the
Securities is intended to or shall (a) impair,  as between the  Corporation  and
the Holders of the  Securities,  the obligations of the  Corporation,  which are
absolute  and  unconditional,  to pay  to the  Holders  of  the  Securities  the
principal  of (and  premium,  if any) and  interest  (including  any  Additional
Interest) on the Securities as and when the same shall become due and payable in
accordance  with their  terms;  (b)  affect  the  relative  rights  against  the
Corporation of the Holders of the  Securities  and creditors of the  Corporation
other than their  



                                      -80-
<PAGE>


rights in  relation to the  holders of Senior  Indebtedness;  or (c) prevent the
Trustee  or the Holder of any  Security  (or to the  extent  expressly  provided
herein,  the  holder of any  Capital  Security)  from  exercising  all  remedies
otherwise  permitted  by  applicable  law upon  default  under  this  Indenture,
including filing and voting claims in any Proceeding,  subject to the rights, if
any,  under this Article XIII of the holders of Senior  Indebtedness  to receive
cash, property and securities otherwise payable or deliverable to the Trustee or
such Holder.

     SECTION 13.6. Trustee to Effectuate Subordination.

     Each  Holder of a  Security,  by its  acceptance  thereof,  authorizes  and
directs  the  Trustee  on such  Holder's  behalf to take  such  action as may be
necessary or appropriate to acknowledge or effectuate the subordination provided
in this Article XIII and appoints the Trustee such Holder's attorney-in-fact for
any and all such purposes.

     SECTION 13.7. No Waiver of Subordination Provisions.

     No right of any  present  or future  holder of any Senior  Indebtedness  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
Corporation or by any act or failure to act, in good faith,  by any such holder,
or by any  noncompliance  by the  Corporation  with the  terms,  provisions  and
covenants of this Indenture,  regardless of any knowledge  thereof that any such
holder may have or be otherwise charged with.

     Without in any way limiting the  generality  of the  immediately  preceding
paragraph, the holders of Senior Indebtedness may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series,  without  incurring  responsibility  to such  Holders and without
impairing or releasing the subordination as provided in this Article XIII or the
obligations hereunder of such Holders to the holders of Senior Indebtedness,  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,   Senior
Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness
or any  instrument  evidencing  the same or any  agreement  under  which  Senior
Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii)
release  any  Person  liable  in  any  manner  for  the   collection  of  Senior
Indebtedness;  and (iv) exercise or refrain from  exercising  any rights against
the Corporation and any other Person.

     SECTION 13.8. Notice to Trustee.

     The Corporation shall give prompt written notice to the Trustee of any fact
known to the Corporation  that would prohibit the making of any payment to or by
the Trustee in respect of the Securities. Notwithstanding the provisions of this
Article or any other  provision  of this  Indenture,  the  Trustee  shall not be
charged  with  knowledge of the  existence of any facts that would  prohibit the
making of any payment to or by the Trustee in respect of the Securities,  unless
and until the  



                                      -81-
<PAGE>


Trustee shall have received  written  notice  thereof from the  Corporation or a
holder of  Senior  Indebtedness  or from any  trustee,  agent or  representative
therefor;  provided,  however,  that if the Trustee  shall not have received the
notice provided for in this Section 13.8 at least two Business Days prior to the
date upon  which by the terms  hereof any  monies  may  become  payable  for any
purpose (including the payment of the principal of (and premium,  if any, on) or
interest  (including any Additional  Interest) on any Security),  then, anything
herein  contained to the contrary  notwithstanding,  the Trustee shall have full
power and  authority to receive such monies and to apply the same to the purpose
for which  they were  received  and shall not be  affected  by any notice to the
contrary that may be received by it within two Business Days prior to such date.

     Subject to the  provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing  himself
or   herself  to  be  a  holder  of  Senior   Indebtedness   (or  a  trustee  or
attorney-in-fact  therefor)  to  establish  that such notice has been given by a
holder of Senior  Indebtedness (or a trustee or attorney-in-fact  therefor).  If
the Trustee  determines  in good faith that  further  evidence is required  with
respect  to the  right of any  Person  as a holder  of  Senior  Indebtedness  to
participate  in any payment or  distribution  pursuant to this Article XIII, the
Trustee  may  request  such  Person  to  furnish   evidence  to  the  reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person,  the extent to which such  Person is  entitled  to  participate  in such
payment or  distribution  and any other  facts  pertinent  to the rights of such
Person under this  Article  XIII,  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 13.9.  Reliance on Judicial  Order or  Certificate  of  Liquidating
Agent.

     Upon any payment or distribution  of assets of the Corporation  referred to
in this Article XIII, the Trustee, subject to the provisions of Section 6.1, and
the Holders of the Securities shall be entitled to rely upon any order or decree
entered  by any  court of  competent  jurisdiction  in which any  Proceeding  is
pending,  or a certificate of the trustee in bankruptcy,  receiver,  liquidating
trustee, custodian, assignee for the benefit of creditors, agent or other Person
making such payment or distribution,  delivered to the Trustee or to the Holders
of  Securities,  for  the  purpose  of  ascertaining  the  Persons  entitled  to
participate  in  such  payment  or  distribution,  the  holders  of  the  Senior
Indebtedness and other  indebtedness of the  Corporation,  the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XIII.

     SECTION 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee, in its capacity as trustee under this Indenture,  shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith  mistakenly pay over
or distribute to Holders of  Securities  or to the  Corporation  or to any other
Person cash,  property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article XIII or otherwise.


                                      -82-
<PAGE>


     SECTION  13.11.  Rights  of  Trustee  as  Holder  of  Senior  Indebtedness;
Preservation of Trustee's Rights.

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this Article XIII with respect to any Senior  Indebtedness that may
at any time be held by it,  to the same  extent  as any  other  holder of Senior
Indebtedness,  and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

     SECTION 13.12. Article Applicable to Paying Agents.

     If at any time any  Paying  Agent  other than the  Trustee  shall have been
appointed by the Corporation and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context otherwise  requires)
be construed as extending to and including  such Paying Agent within its meaning
as fully for all intents and purposes as if such Paying Agent were named in this
Article in addition to or in place of the Trustee.

                                     * * * *

     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.


                                      -83-
<PAGE>


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


                                   CENTURA BANKS, INC.

[SEAL]
                                   By: /s/ Frank L. Pattillo
                                      ----------------------------------
                                   Name:   Frank L. Pattillo
                                       Title: Group Executive Officer

Attest:/s/ Joseph A. Smith, Jr.
       -------------------------------
         Name:  Joseph A. Smith, Jr.
         Title:    Assistant Secretary


                                   STATE STREET BANK AND TRUST COMPANY
                                   as Trustee

[SEAL]
                                   By: /s/ Paul D. Allen
                                      ------------------------------------
                                   Name: Paul D. Allen
                                   Title:   Vice President

Attest:  /s/ James E. Shultz
         ---------------------------------
         Name: James E. Shultz
         Title:   Assistant Secretary