<PAGE>   1
                                                                     EXHIBIT 4.1


                          BANK OF AMERICA CORPORATION,

                                    as Issuer


                                       AND


                              THE BANK OF NEW YORK,

                                   as Trustee



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

                         AMENDED AND RESTATED INDENTURE


                            DATED AS OF July 1, 2001


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


                             SENIOR DEBT SECURITIES



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





<PAGE>   2

                              CROSS-REFERENCE SHEET
                                     BETWEEN
Provisions of Sections 310 through 318 (a) of the Trust Indenture Act of 1939,
as amended, and the within Indenture between Bank of America Corporation and The
Bank of New York, as Trustee:


                                                           SECTION OF
SECTION OF ACT                                             INDENTURE

310 (a) (1) and (2) .......................................7.09
310 (a) (3) and (4) .......................................Not applicable
310 (a) (5) ...............................................7.09
310 (b) ...................................................7.08 and 7.10
310 (c) ...................................................Not applicable
311 (a) and (b)............................................7.13
311 (c)....................................................Not applicable
312 (a)....................................................5.01 and 5.02 (a)
312 (b) and (c)............................................5.02 (b) and (c)
313 (a) ...................................................5.04 (a)
313 (b) (1)................................................Not applicable
313 (b) (2)................................................5.04 (b)
313 (c) ...................................................5.04 (c)
313 (d)....................................................5.04 (d)
314 (a)....................................................5.03
314 (b) ...................................................Not applicable
314 (c) (1) and (2)........................................12.05
314 (c) (3)................................................Not applicable
314 (d)....................................................Not applicable
314 (e)....................................................14.04
314 (f)....................................................Not applicable
315 (a), (c) and (d).......................................7.01
315 (b)....................................................7.14 and 5.04
315 (e)....................................................6.14
316 (a)....................................................8.04
316 (a) (1)................................................6.12 and 6.13
316 (a) (2)................................................Omitted
316 (b) ...................................................6.08
316 (c)....................................................8.06
317 (a)....................................................6.03 and 6.04
317 (b)....................................................4.03 (a)
318 (a)....................................................14.06

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

*This Cross-Reference Sheet is not part of the Indenture.

<PAGE>   3

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                  ARTICLE ONE.
                                   DEFINITIONS

<S>                 <C>                                                                                          <C>
SECTION 1.01.       Definitions...................................................................................1
        Additional Amounts........................................................................................2
        Authorized Officer........................................................................................2
        Board of Directors........................................................................................2
        Board Resolution..........................................................................................2
        Book-Entry Note...........................................................................................2
        Business Day..............................................................................................2
        Capital Stock.............................................................................................2
        Company...................................................................................................3
        Company Order.............................................................................................3
        Corporate Trust Office....................................................................................3
        CUSIP number..............................................................................................3
        Depositary................................................................................................3
        Global Note...............................................................................................3
        Indenture.................................................................................................3
        Interest Payment Date.....................................................................................4
        Issue Date................................................................................................4
        Maturity Date.............................................................................................4
        Notes.....................................................................................................4
        Officers' Certificate.....................................................................................4
        Outstanding...............................................................................................4
        Paying Agent..............................................................................................5
        Person....................................................................................................5
        Place of Payment..........................................................................................5
        Principal Subsidiary Bank.................................................................................5
        Redemption Date...........................................................................................5
        Regular Record Date.......................................................................................5
        Responsible Officer.......................................................................................6
        Settlement Date...........................................................................................6
        Subsidiary Bank...........................................................................................6
        Survivor's Option.........................................................................................6
        Tranche...................................................................................................6
        United States Alien.......................................................................................6
        Vice President............................................................................................6
SECTION 1.02.       Notice to Noteholders.........................................................................6

                                  ARTICLE TWO.
                     EXECUTION, ISSUE AND EXCHANGE OF NOTES

SECTION 2.01.       Amount Unlimited; Issuable in Series; Designation of Series...................................7
SECTION 2.02.       Form of Notes.................................................................................9
SECTION 2.03.       Denominations; Record Date....................................................................9
SECTION 2.04.       Execution and Delivery of Notes..............................................................10
SECTION 2.05.       Appointment of Authenticating Agent; Form of Certificate of Authentication...................10
SECTION 2.06.       Authentication and Delivery of Notes.........................................................12
SECTION 2.07.       Exchange and Registration of Transfer of Notes...............................................13
SECTION 2.08.       Mutilated, Defaced, Destroyed, Lost or Stolen Notes..........................................15
SECTION 2.09.       Cancellation.................................................................................15
SECTION 2.10.       Book-Entry Only System.......................................................................15
</TABLE>

                                       i
<PAGE>   4

<TABLE>
<CAPTION>
                                 ARTICLE THREE.
                     REDEMPTION OF NOTES; SURVIVOR'S OPTION

<S>                 <C>                                                                                          <C>
SECTION 3.01.       Redemption of Notes; Applicability of Section................................................16
SECTION 3.02.       Notice of Redemption; Selection of Notes.....................................................16
SECTION 3.03.       Payment of Notes Called For Redemption.......................................................17
SECTION 3.04.       Redemption Suspended During Event of Default.................................................17
SECTION 3.05        Survivor's Option............................................................................18
SECTION 3.06        Repayment Option.............................................................................19

                                  ARTICLE FOUR.
                            PAYMENT AND PAYING AGENTS

SECTION 4.01.       Payment of Principal, Premium and Interest...................................................20
SECTION 4.02.       Paying Agents................................................................................22
SECTION 4.03.       Provisions As To Paying Agents...............................................................22
SECTION 4.04.       Offices for Notices, Etc.....................................................................23
SECTION 4.05.       Determination of Additional Amounts..........................................................24
SECTION 4.06.       Limitation on Sale or Issuance of Capital Stock of a Principal Subsidiary Bank...............24

                                  ARTICLE FIVE.
           NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01.       Noteholder Lists.............................................................................26
SECTION 5.02.       Preservation and Disclosure of Lists.........................................................26
SECTION 5.03.       Reports by the Company.......................................................................27
SECTION 5.04.       Reports By The Trustee.......................................................................28

                                  ARTICLE SIX.
                                    REMEDIES

SECTION 6.01.       Events of Default; Acceleration of Maturity..................................................29
SECTION 6.02.       Rescission and Annulment.....................................................................31
SECTION 6.03.       Collection of Indebtedness and Suits for Enforcement by Trustee..............................31
SECTION 6.04.       Trustee May File Proofs of Claim.............................................................32
SECTION 6.05.       Trustee May Enforce Claims Without Possession of Notes.......................................33
SECTION 6.06.       Application of Money Collected...............................................................33
SECTION 6.07.       Limitation on Suits..........................................................................33
SECTION 6.08.       Unconditional Right of Noteholders to Receive Principal, Premium and Interest................34
SECTION 6.09.       Restoration of Rights and Remedies...........................................................34
SECTION 6.10.       Rights and Remedies Cumulative...............................................................34
SECTION 6.11.       Delay or Omission Not Waiver.................................................................34
SECTION 6.12.       Control by Noteholders.......................................................................34
SECTION 6.13.       Waiver of Past Defaults......................................................................35
SECTION 6.14.       Undertaking for Costs........................................................................35
SECTION 6.15.       Waiver of Stay or Extension Laws.............................................................36

                                 ARTICLE SEVEN.
                             CONCERNING THE TRUSTEE

SECTION 7.01.       Duties And Responsibilities of Trustee.......................................................36
SECTION 7.02.       Reliance on Documents, Opinions, Etc.........................................................37
SECTION 7.03.       No Responsibility for Recitals, Etc..........................................................38
SECTION 7.04.       Ownership of Notes...........................................................................38
SECTION 7.05.       Moneys To Be Held in Trust...................................................................38
SECTION 7.06.       Compensation and Expenses of Trustee.........................................................38
</TABLE>

                                       ii
<PAGE>   5

<TABLE>
<S>                 <C>                                                                                          <C>
SECTION 7.07.       Officers' Certificate as Evidence............................................................39
SECTION 7.08.       Conflicting Interest of Trustee..............................................................39
SECTION 7.09.       Eligibility of Trustee.......................................................................45
SECTION 7.10.       Resignation or Removal of Trustee............................................................45
SECTION 7.11.       Acceptance by Successor Trustee..............................................................46
SECTION 7.12.       Successor By Merger, Etc.....................................................................47
SECTION 7.13.       Limitations on Rights of Trustee as Creditor.................................................48
SECTION 7.14.       Notice of Default............................................................................51

                                 ARTICLE EIGHT.
                           CONCERNING THE NOTEHOLDERS

SECTION 8.01.       Action by Noteholders........................................................................51
SECTION 8.02.       Proof of Execution By Noteholders............................................................52
SECTION 8.03.       Who Are Deemed Absolute Owners...............................................................52
SECTION 8.04.       Company-Owned Notes Disregarded..............................................................52
SECTION 8.05.       Revocation of Consents; Future Noteholders Bound.............................................53
SECTION 8.06.       Record Date..................................................................................53

                                  ARTICLE NINE.
                              NOTEHOLDERS' MEETINGS

SECTION 9.01.       Purposes of Meetings.........................................................................53
SECTION 9.02.       Call of Meetings By Trustee..................................................................54
SECTION 9.03.       Call of Meetings by Company or Noteholders...................................................54
SECTION 9.04.       Qualification For Voting.....................................................................54
SECTION 9.05.       Regulations..................................................................................54
SECTION 9.06.       Voting.......................................................................................55

                                  ARTICLE TEN.
                             SUPPLEMENTAL INDENTURES

SECTION 10.01.      Supplemental Indentures Without Consent of Noteholders.......................................55
SECTION 10.02.      Supplemental Indentures With Consent of Noteholders..........................................57
SECTION 10.03.      Compliance With Trust Indenture Act; Effect of Supplemental Indentures.......................58
SECTION 10.04.      Notation on Notes............................................................................58

                                 ARTICLE ELEVEN.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 11.01.      Company May Consolidate, Etc., on Certain Terms..............................................58
SECTION 11.02.      Successor Corporation to be Substituted for Company..........................................58
SECTION 11.03.      Opinion of Counsel to be Given Trustee.......................................................59

                                 ARTICLE TWELVE.
            SATISFACTION AND DISCHARGE OF INDENTURE, UNCLAIMED MONEYS

SECTION 12.01.      Discharge of Indenture.......................................................................59
SECTION 12.02.      Deposited Moneys To Be Held In Trust By Trustee..............................................60
SECTION 12.03.      Paying Agent to Repay Moneys Held............................................................60
SECTION 12.04.      Return of Unclaimed Moneys...................................................................60
SECTION 12.05.      Satisfaction, Discharge and Defeasance of Notes of Any Series................................60
</TABLE>

                                      iii
<PAGE>   6

<TABLE>
<CAPTION>
                                ARTICLE THIRTEEN.
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

<S>                 <C>                                                                                          <C>
SECTION 13.01.      Indenture and Notes Solely Corporate Obligations.............................................61

                                ARTICLE FOURTEEN.
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.      Benefits of Indenture Restricted to Parties and Holders......................................62
SECTION 14.02.      Provisions Binding on Company's Successors...................................................62
SECTION 14.03.      Addresses for Notices, Etc...................................................................62
SECTION 14.04.      Evidence of Compliance With Conditions Precedent.............................................62
SECTION 14.05.      Legal Holidays...............................................................................63
SECTION 14.06.      Trust Indenture Act to Control...............................................................63
SECTION 14.07.      Execution in Counterparts....................................................................63
SECTION 14.08.      New York Contract............................................................................63
SECTION 14.09.      Severability of Provisions...................................................................63
</TABLE>


                                       iv
<PAGE>   7


         THIS AMENDED AND RESTATED INDENTURE dated as of July 1, 2001, between
BANK OF AMERICA CORPORATION, a corporation duly organized and existing under the
laws of the state of Delaware (the "Company"), and THE BANK OF NEW YORK, a New
York banking corporation, as trustee hereunder (the "Trustee," which term shall
include any successor trustee appointed pursuant to Article Seven).

                                   WITNESSETH:

         WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes its senior unsecured debt securities, including notes and
other evidence of indebtedness (the "Notes"), and has duly authorized the
execution and delivery of this Indenture to provide for the issuance of the
Notes in one or more series in an unlimited principal amount, to bear such rates
of interest, to mature at such time or times and to have such other provisions
as shall be fixed as hereinafter provided; and

         WHEREAS, in connection with the issuance of the Notes, the Company and
the Trustee entered into that certain Indenture dated as of October 2, 2000 (the
"Original Indenture"); and

         WHEREAS, the Original Indenture was subsequently amended and restated
by that certain Restated Indenture dated as of January 1, 2001 (the "Restated
Indenture"); and

         WHEREAS, pursuant to Section 10.01 of the Restated Indenture, the
Company and the Trustee are entitled to make certain changes and additions
thereto from time to time; and

         WHEREAS, the Company and the Trustee now desire to make certain changes
and additions to the Restated Indenture; and

         WHEREAS, the Company has duly authorized the execution of this
Indenture and the issuance and sale of its Notes; and

         WHEREAS, all acts and things necessary to constitute this Indenture a
valid agreement of the Company according to its terms, have been done and
performed;

         NOW, THEREFORE:

         In order to declare the terms and conditions upon which the Notes are
authenticated, issued and received, and in consideration of the premises, of the
purchase and acceptance of the Notes by the holders thereof, the Company
covenants and agrees with the Trustee, for the equal and proportionate benefit
of the respective holders from time to time of the Notes, as follows:

                                  ARTICLE ONE.
                                  DEFINITIONS.

         SECTION 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section. All other
terms used in this Indenture which are defined in the Trust Indenture Act of
1939, as amended, (the "Trust Indenture Act") or which are by reference therein
defined in the Securities Act of 1933, as amended, the ("Securities Act") shall
have the meanings (except as herein otherwise expressly provided or unless the
context otherwise clearly requires)


<PAGE>   8

assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of this Indenture as originally executed. All accounting
terms used herein and not expressly defined shall have the meaning assigned to
such terms in accordance with generally accepted accounting principles, and the
term "generally accepted accounting principles" means such accounting principles
as are generally accepted at the time of any computation. The words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.

Additional Amounts:

         The term "Additional Amounts" shall mean any additional amounts to be
paid by the Company in respect of Notes of a series, as may be specified
pursuant to Section 4.05 and in such Notes and under the circumstances specified
therein, in respect of certain specified taxes, assessments or other
governmental charges imposed on certain holders who are United States Aliens,
which may be owing to such holders as set forth in Section 4.05.

Authorized Officer:

         The term "Authorized Officer" shall mean the Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, any Vice President,
General Counsel, Deputy or Associate General Counsel or Treasurer of the
Company.

Board of Directors:

         The term "Board of Directors" or "Board" shall mean the Board of
Directors of the Company or any duly authorized committee of such Board.

Board Resolution:

         The term "Board Resolution" shall mean a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors or by a committee acting under the authority of, or
appointment by, the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

Book-Entry Note:

         The term "Book-Entry Note" shall have the meaning given such term in
Section 2.03.

Business Day:

         The term "Business Day" shall mean, with respect to any Note, unless
such Note shall say otherwise, any weekday that is (1) not a legal holiday in
New York, New York or Charlotte, North Carolina and (2) not a day on which
banking institutions in those cities are authorized or required by law or
regulation to be closed.

Capital Stock:

         The term "Capital Stock" shall mean, as to shares of a particular
corporation, outstanding shares of stock of any class, whether now or hereafter
authorized, irrespective of whether such class shall be limited to a fixed sum
or percentage in respect of the rights of the holders thereof



                                       2
<PAGE>   9

to participate in dividends and in the distribution of assets upon the voluntary
liquidation, dissolution or winding up of such corporation.

Company:

         The term "Company" shall mean Bank of America Corporation until a
successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Company" shall mean such successor
corporation.

Company Order:

         The term "Company Order" shall mean a written request, order or consent
signed in the name of the Company by any Authorized Officer and delivered to the
Trustee.

Corporate Trust Office:

         The term "Corporate Trust Office" shall mean the principal corporate
trust office of the Trustee at which, at any particular time, its corporate
trust business shall be administered, which office at the date of original
execution of this Indenture is located at The Bank of New York 101 Barclay
Street, 21 West, New York, New York 10286.

CUSIP number:

         The term "CUSIP number" shall mean the identification numbers obtained
by the Company from the CUSIP Service Bureau of Standard & Poor's Corporation
for assignment to the Notes.

Depositary:

         The term "Depositary" shall mean, with respect to the Notes of any
series issuable or issued in whole or in part in the form of one or more Global
Notes, the entity designated as Depositary by the Company pursuant to Section
2.01 until a successor Depositary shall have become such, and thereafter
"Depositary" shall mean or include each entity who is then a Depositary
hereunder.

Event of Default:

         The term "Event of Default" shall mean any event specified as such in
Section 6.01.

Global Note:

         The term "Global Note" shall mean those Notes executed by the Company,
authenticated and delivered to the Depositary, or a custodian at the
Depositary's instruction, to be held and administered by or on behalf of, the
Depositary for the benefit of purchasers of Notes. The Global Notes shall be
registered in the name of the Depositary or its nominee.

Indenture:

         The term "Indenture" shall mean 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.



                                       3
<PAGE>   10

Interest Payment Date:

         The term "Interest Payment Date," when used with respect to any Note,
shall mean the stated maturity of an installment of interest on such Note.

Issue Date:

         The term "Issue Date" shall mean, with respect to Notes of any Tranche
the date such Notes are authenticated pursuant to Section 2.06.

Maturity Date:

         The term "Maturity Date," when used with respect to any Note, shall
mean the stated maturity of such Note.

Notes:

         The term "Note" or "Notes" shall mean the Bank of America Senior
InterNotesSM, as well as any other debt securities of the Company which may be
issued, authenticated and delivered under this Indenture.

Note Register and Note Registrar:

         The terms "Note Register" and "Note Registrar" shall have the meanings
set forth in Section 2.07 hereof.

Officers' Certificate:

         The term "Officers' Certificate" shall mean a certificate signed by any
Authorized Officer and delivered to the Trustee.

Opinion of Counsel:

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company.

Outstanding:

         The term "Outstanding," when used with reference to Notes, shall,
subject to the provisions of Section 7.08 and Section 8.04, mean, as of any
particular time, all Notes authenticated and delivered by the Trustee under this
Indenture, except

                  (a) Notes theretofore cancelled by the Trustee or delivered to
         the Trustee for cancellation;

                  (b) Notes, or portions thereof, for the payment or redemption
         of which moneys in the necessary amount shall have been deposited in
         trust with the Trustee or with any Paying Agent (other than the
         Company) or shall have been set aside and segregated in trust by the
         Company (if the Company shall act as its own Paying Agent), provided,
         that if such Notes are to be redeemed prior to the maturity thereof,
         notice of



                                       4
<PAGE>   11

         such redemption shall have been given as in Article Three provided, or
         provision satisfactory to the Trustee shall have been made for giving
         such notice;

                  (c) Notes that have been defeased pursuant to Section 12.05
         hereof; and

                  (d) Notes paid or in lieu of and in substitution for which
         other Notes shall have been authenticated and delivered pursuant to the
         terms of Article Two, unless proof satisfactory to the Trustee is
         presented that any such Notes are held by bona fide holders in due
         course.

Paying Agent:

         The term "Paying Agent" shall mean, initially, The Bank of New York for
the Notes as set forth in Section 4.02, and subsequently, any other paying agent
appointed by the Company from time to time in respect of the Notes.

Person:

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

Place of Payment:

         The term "Place of Payment," when used with respect to Notes of any
series, shall mean the place or places where the principal of (and premium, if
any) and interest, if any, on the Notes are payable.

Principal Subsidiary Bank:

         The term "Principal Subsidiary Bank" shall mean any Subsidiary Bank the
total assets of which as set forth in the most recent statement of condition of
such Subsidiary Bank equal more than 10% of the total consolidated assets of the
Company and its subsidiaries as determined from the most recent consolidated
balance sheet of the Company and its subsidiaries. In no event nor at any time
shall Bank of America, N.A. (USA) or any other Subsidiary Bank whose principal
line of business is the issuance of credit cards be treated as a Principal
Subsidiary Bank for purposes of this Indenture.

Redemption Date:

         The term "Redemption Date" shall have the meaning given such term in
Section 3.02.

Regular Record Date:

         The term "Regular Record Date" for the interest payable on any Interest
Payment Date on the Notes of any series shall mean the date specified for that
purpose as contemplated by Sections 2.01, 2.03 and 4.01.



                                       5
<PAGE>   12

Responsible Officer:

         The term "Responsible Officer" when used with respect to the Trustee
shall mean any officer within the Corporate Trust Office including any Vice
President, Managing Director, Assistant Vice President, Secretary, Assistant
Secretary or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge and familiarity with the particular
subject.

Settlement Date:

         The term "Settlement Date" shall mean the date of delivery of a Note
against receipt of immediately available funds by the Company in payment for
such Note.

Subsidiary Bank:

         The term "Subsidiary Bank" shall mean any subsidiary of the Company
which is a bank or trust company organized and doing business under any State or
Federal law.

Survivor's Option:

         The term "Survivor's Option" shall mean, where applicable, the right of
the personal representative of a beneficial owner of a Note to require the
Company to repay or repurchase that Note prior to its Maturity Date upon the
death of the beneficial owner of the Note.

Tranche:

         The term "Tranche" shall have the meaning given such term in Section
2.06.

United States Alien:

         The term "United States Alien" shall mean any person who, for United
States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust,
or a foreign partnership to the extent that one or more of its members is, for
United States Federal income tax purposes, a foreign corporation, a non-resident
alien individual or a non-resident alien fiduciary of a foreign estate or trust.

Vice President:

         The term "Vice President" when used with respect to the Company or the
Trustee shall mean any vice president, whether or not designated by a number or
word or words added before or after the title "Vice President," including any
Executive or Senior Vice President

         SECTION 1.02. Notice to Noteholders. Except as otherwise expressly
provided herein, where this Indenture provides for notice to holders of Notes of
any event, such notice shall be sufficiently given if in writing and mailed,
first class, postage prepaid, to each holder at such holder's address as it
appears in the Note Register, not later than the latest date, and not earlier
than the earliest date prescribed for such notice.



                                       6
<PAGE>   13

         Neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular holder of a Note shall affect the sufficiency of
such notice with respect to other holders of Notes.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         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 of Notes 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.

                                  ARTICLE TWO.
                     EXECUTION, ISSUE AND EXCHANGE OF NOTES

         SECTION 2.01. Amount Unlimited; Issuable in Series; Designation of
Series. Upon the execution of this Indenture, or from time to time thereafter,
Notes up to the aggregate principal amount and containing terms and conditions
from time to time authorized by or pursuant to a Board Resolution, or in an
indenture supplemental hereto (a "Supplemental Indenture"), may be executed and
delivered by the Company. Notes will be delivered to the Trustee for
authentication, after execution by the Company, and the Trustee shall thereupon
authenticate and deliver said Notes to or upon a Company Order without any
further action by the Company. The Trustee shall have the right to decline to
authorize and deliver any Notes under this Section if the Trustee, being advised
by counsel, determines that such action may not lawfully be taken or if the
Trustee in good faith by a committee of Responsible Officers determines that
such action would expose the Trustee to personal liability to existing holders
of Notes.

         The Notes may be issued in one or more series. The aggregate principal
amount of Notes of all series which may be authenticated and delivered and
outstanding under this Indenture is not limited. The Notes of a particular
series may be issued up to the aggregate principal amount of Notes for such
series from time to time authorized by or pursuant to a Board Resolution or
Supplemental Indenture. Any limitations on the amount of Notes of a series may
be periodically increased by Board Resolution or Supplemental Indenture.

         There shall be established in or pursuant to a Board Resolution or
Supplemental Indenture, and set forth in an Officers' Certificate, prior to the
initial issuance of Notes of any series:

         (1) the designation of the Note of the series (which shall distinguish
the Notes of the series from all other series of Notes);

         (2) the aggregate principal amount of the Notes of the series which may
be then authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Notes of the series pursuant to Section 2.07, 2.08,
3.01 or 10.04), which amount may be "reopened" and increased;



                                       7
<PAGE>   14

         (3) the date or dates on which the principal of the Notes of the series
is payable;

         (4) the rates at which Notes of the series shall bear interest, if any,
the date from which such interest shall accrue, the Interest Payment Dates and
the Regular Record Date;

         (5) the place or places (in addition to such place or places specified
in this Indenture) where the principal of (and premium, if any) and interest, if
any, on Notes of the series shall be payable;

         (6) the right, if any, of the Company to redeem Notes, in whole or in
part, at its option and the period or periods within which, the price or prices
at which, and the terms and conditions upon which, Notes of the series may be
redeemed pursuant to any sinking fund or otherwise;

         (7) the obligation, if any, of the Company to redeem, purchase or repay
Notes of the series pursuant to any mandatory redemption sinking fund or
analogous provisions or at the option of a holder thereof (including the
Survivor's Option and the terms and conditions thereof) and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, Notes of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligation;

         (8) the denominations in which Notes of the series shall be issuable,
if other than $1,000 and integral multiples of $1,000;

         (9) any portion of the principal amount of Notes of the series which
shall be payable upon declaration of acceleration of the maturity thereof or
which the Trustee shall be entitled to claim pursuant to Section 6.01;

         (10) whether any Notes of the series shall be issued in any form other
than book-entry only and the details of such issuance and the provisions
relating to the transfer of such Notes;

         (11) if any Notes of such series are to be issuable in definitive form
(whether upon original issue or upon exchange of a temporary Note of such
series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions;

         (12) the provisions, if any, for the defeasance of any Notes of the
series;

         (13) the currency, currencies or currency units in which payment of the
principal of (and premium, if any) and any interest on any Notes of the series
shall be payable if other than the currency of the United States of America;

         (14) if the Company has agreed to pay Additional Amounts, the
circumstances under which those Additional Amounts will be paid and whether the
Company has the option to redeem such Notes rather than pay such Additional
Amounts;

         (15) any trustees, depositories, authenticating or paying agents,
registrars or any other agents with respect to the Notes of such series; and



                                       8
<PAGE>   15

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

         All Notes of any one series shall be substantially identical except (i)
as to denomination, interest rate, maturity and other similar terms, and (ii) as
may otherwise be provided in or pursuant to such Board Resolution or
Supplemental Indenture and set forth in an Officers' Certificate.

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

         SECTION 2.02. Form of Notes. The Notes of each series shall be
substantially in the forms approved from time to time by or pursuant to a Board
Resolution, Supplemental Indenture or an Officers' Certificate. Such forms may
have 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 or designation and such legends or
endorsements printed, lithographed or engraved thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of this Indenture,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Notes may be listed, or to conform to usage.

         Notes of any one series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, and the authorized principal amount of any series may be
increased to provide for issuances of additional Notes of such series. If so
provided by or pursuant to the Board Resolution, Supplemental Indenture or
Officers' Certificate, the terms of such Notes to be issued from time to time
may be determined as set forth in such Board Resolution, Supplemental Indenture
or Officers' Certificate, as the case may be. All Notes of any one series shall
be substantially identical except as to denomination, interest rate, maturity
and other similar terms and except as may otherwise be provided by or pursuant
to the related Board Resolution, Supplemental Indenture or Officers'
Certificate.

         The Notes may be typed, printed, lithographed or engraved on steel
engraved borders or produced or reproduced in any other manner (including copies
of manually signed originals), all as determined by the officers of the Company
executing such Notes as evidenced by their execution of such Notes by manual or
facsimile signature.

         SECTION 2.03. Denominations; Record Date. Unless otherwise determined
by or pursuant to a Board Resolution or Supplemental Indenture, the Notes of
each series shall be issuable in book-entry-only form ("Book-Entry Notes")
without coupons in denominations of $1,000 or more (and any amount in excess
thereof that is an integral multiple of $1,000).

         The person in whose name any Note is registered at the close of
business on the Regular Record Date with respect to an Interest Payment Date
shall be entitled to receive the interest



                                       9
<PAGE>   16

payable on such Interest Payment Date notwithstanding the cancellation of such
Note upon any transfer or exchange thereof subsequent to such Regular Record
Date and prior to such Interest Payment Date; provided, however, that if and to
the extent the Company shall default in the payment of the interest due on such
Interest Payment Date, such defaulted interest shall be paid to the persons in
whose names outstanding Notes are registered on a subsequent record date
established by notice given by mail by or on behalf of the Company to the
holders of Notes of the series in default not less than 15 days preceding such
subsequent record date, such record date to be not less than five days preceding
the date of payment of such defaulted interest.

         SECTION 2.04. Execution and Delivery of Notes. The Notes shall be
signed on behalf of the Company by its Chairman of the Board, President, Chief
Executive Officer or any Vice President. Such signatures may be the manual or
facsimile signatures of the present or any future such officers.

         Only such Notes as shall bear thereon a certificate of authentication
substantially in the form described in Section 2.05, executed by the Trustee by
manual signature of one of its responsible officers if a Global Note, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate upon any Note shall be conclusive evidence that the
Note so authenticated has been duly authenticated and delivered hereunder and
that the holder is entitled to the benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Note so signed shall be
authenticated and delivered by the Trustee or the Company or disposed of by the
Company, such Note nevertheless may be authenticated and delivered or disposed
of as though the person who signed such Note had not ceased to be such officer
of the Company; and any Note may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Note, shall be the
proper officers of the Company, although at the date of the execution of this
Indenture any such person was not such officer.

         Within five days after the execution and delivery of this Indenture,
the Company shall deliver to the Trustee an Officers' Certificate as to the
incumbency and specimen signatures of officers authorized to execute Notes and
to give Company Orders under this Indenture and, as long as Notes are
outstanding under this Indenture, shall deliver a similar Officers' Certificate
each year on the anniversary of the date of the first such Officers'
Certificate. The Trustee may conclusively rely on such certificate and the
documents delivered with authorized signatures (unless revoked by superseding
comparable documents) as to the authorization of the Board of Directors of any
Notes delivered hereunder, and the form, terms and conditions thereof, and as to
the authority of the instructing officers referred to in this Section so to act.

         SECTION 2.05. Appointment of Authenticating Agent; Form of Certificate
of Authentication. The certificate of authentication as to Notes shall be in the
following form:



                                       10
<PAGE>   17

                     [FORM OF CERTIFICATE OF AUTHENTICATION]

         This is one of the Notes described in the within-mentioned Indenture.

                           The Bank of New York, as Trustee


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

         The Trustee may appoint an authenticating agent or agents (which may be
an affiliate or affiliates the Company) with respect to one or more series of
Notes which shall be authorized to act on behalf of the Trustee to authenticate
Notes of such series issued upon original issue or upon exchange, registration
of transfer or partial redemption thereof or pursuant to Section 2.08, and Notes
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 Notes by the Trustee or 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 and a certificate
of authentication executed on behalf of the Trustee by an authenticating agent.
Each authenticating agent shall be acceptable to the Company 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 of the District of
Columbia, which (a) is authorized under such laws to exercise corporate trust
powers or to otherwise act as authenticating agent, (b) is subject to
supervision or examination by Federal, State, Territorial or District of
Columbia authority, and (c) shall have at all times a combined capital and
surplus of not less than $5,000,000. If such authenticating agent publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such 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, such
authenticating agent shall resign immediately in the manner and with the effect
specified in this Section.

         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 the corporate agency or
corporate trust business of such authenticating agent, shall continue to be an
authenticating agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or such authenticating agent.

         An authenticating agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. 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 Company. 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, the Trustee may appoint a successor authenticating
agent which shall be acceptable



                                       11
<PAGE>   18

to the Company and shall promptly give notice of such appointment to all holders
of Notes in the manner and to the extent provided in Section 1.02. 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 provisions of
this Section.

         The Trustee agrees to pay to each authenticating agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 7.06.

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


               [ALTERNATIVE FORM OF CERTIFICATE OF AUTHENTICATION]

         This is one of the Notes described in the within-mentioned Indenture.

                  THE BANK OF NEW YORK, as Trustee


                  By: _________________________
                       as Authenticating Agent


                  By: _________________________
                       Authorized Signatory


         If all of the Notes of a series are not originally issued at one time,
and the Trustee does not have an office capable of authenticating Notes upon
original issuance located in a Place of Payment where the Company wishes to have
Notes of such series authenticated upon original issuance, the Trustee, if so
requested by the Company in writing, shall appoint in accordance with this
Section an authenticating agent (which, if so requested by the Company, shall be
such affiliate of the Company) having an office in a Place of Payment designated
by the Company with respect to such series of Notes, provided that the terms and
conditions of such appointment are acceptable to the Trustee.

         SECTION 2.06. Authentication and Delivery of Notes. At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Notes executed by the Company to the Trustee for
authentication by the Trustee together with a Company Order for the
authentication and delivery of such Notes, and the Trustee shall authenticate
and deliver such Notes in accordance with such Company Order. A Company Order
may specify that instructions to the Trustee as to the authentication and
delivery of Notes may be given on behalf of the Company by any person designated
in such Company Order, and the Trustee may conclusively rely on any such
instructions as if given by the Company until such Company Order is expressly
revoked by a subsequent Company Order.



                                       12
<PAGE>   19

         Notes of the same series which have the same terms, including the same
Settlement Date, Maturity Date, Interest Rate, Interest Payment Dates and
Redemption Date, if any (all such Notes being collectively referred to herein as
a "Tranche"), may be represented by a single global note, without interest
coupons.

         SECTION 2.07. Exchange and Registration of Transfer of Notes.

                  (a) The Company shall keep, at an office or agency to be
         designated and maintained by the Company in accordance with Section
         4.04 (as such, a "Note Registrar"), registry books (the "Note
         Register") in which, subject to such reasonable regulations as it may
         prescribe, the Company shall register Notes and shall register the
         transfer of Notes of each such series as provided in this Article Two.
         Such Note Register shall be in written form or in any other form
         capable of being converted into written form within a reasonable time.
         At all reasonable times such Note Register shall be open for inspection
         by the Trustee. Upon due presentment for registration of transfer of
         any Notes of a particular series at such office or agency maintained
         pursuant to Section 4.04 for such purpose in a Place of Payment, the
         Company shall execute and register and the Trustee shall authenticate
         and make available for delivery in the name of the transferee or
         transferees a new Note or Notes of such series of any authorized
         denominations and for an equal aggregate principal amount and tenor.

                  (b) Notwithstanding any other provisions of this Section,
         unless and until it is exchanged in whole or in part for individual
         certificated Notes represented thereby, in definitive form, a Global
         Note may not be transferred except as a whole by the Depositary for
         such series to a nominee of such Depositary or by a nominee of such
         Depositary to such Depositary or another nominee of such Depositary or
         by such Depositary or any such nominee to a successor Depositary for
         such series or a nominee of such successor Depositary.

                  If at any time the Depositary for Notes of a series notifies
         the Company that it is unwilling or unable to continue as Depositary
         for the Book-Entry Notes of such series or if at any time the
         Depositary for the Book-Entry Notes of such series shall no longer be
         eligible under Section 2.06, the Company shall appoint a successor
         Depositary with respect to the Notes of such series. If a successor
         Depositary for the Notes is not appointed by the Company within 90 days
         after the Company receives such notice or becomes aware of such
         ineligibility, the Company will execute, authenticate and deliver,
         Notes of such series in definitive form in an aggregate principal
         amount and like terms and tenor equal to the principal amount of the
         Book-Entry Note or Notes in global form representing such series in
         exchange for such Book-Entry Note or Notes in global form.

                  The Company may at any time and in its sole discretion
         determine that individual Book-Entry Notes of any series shall no
         longer be represented by a Global Note. In such event the Company will
         execute, authenticate and deliver individual certificated Notes of such
         series in definitive form in authorized denominations and in an
         aggregate principal amount equal to the principal amount of the Global
         Note representing such series in exchange for such Global Note.



                                       13
<PAGE>   20

                  If directed by the Company with respect to a series of
         Book-Entry Notes, the Depositary for such series of Notes may surrender
         the Global Note for such series of Notes in exchange in whole or in
         part for individual Notes of such series in definitive form and of like
         terms and tenor on such terms as are acceptable to the Company, the
         Trustee and such Depositary. Thereupon, the Company shall execute,
         authenticate and deliver, without service charge:

                           (1) to the Depositary or to each person specified by
                  such Depositary a new individual Note or Notes of the same
                  series and of the same tenor, of authorized denominations, in
                  aggregate principal amount equal to and in exchange for such
                  person's beneficial interest in the Global Note; and

                           (2) to such Depositary a new Global Note in a
                  denomination equal to the difference, if any, between the
                  principal amount of the surrendered Global Note and the
                  aggregate principal amount of the individual Notes delivered
                  to holders thereof.

                  Upon the exchange of a Global Note for Notes in definitive
         form, such Global Note shall be cancelled by the Trustee. Certificated
         Notes issued in exchange for a Global Note pursuant to this Section
         shall be registered in such names and in such authorized denominations
         as the Depositary for such Global Note, pursuant to instructions from
         its direct or indirect participants or otherwise, shall instruct the
         Trustee in writing. The Company shall deliver such certificated Notes
         to the persons in whose names such Notes are so registered or to the
         Depositary.

                  Whenever any certificated Notes are surrendered for exchange,
         the Company shall execute, authenticate and deliver the Notes which the
         holder making the exchange is entitled to receive. All Notes issued
         upon any registration of transfer or exchange of Notes shall be the
         valid obligations of the Company, evidencing the same debt, and
         entitled to the same benefits under this Indenture, as the Notes
         surrendered upon such registration of transfer or exchange.

                  The Company shall not be required (i) to issue, register the
         transfer of or exchange any Notes of any series during a period
         beginning at the opening of business 15 days before the day of the
         selection for redemption of Notes of that series under Section 3.02 and
         ending at the close of business on the day of such selection or (ii) to
         register the transfer of or exchange any Note selected for redemption
         in whole or in part, except in the case of any Note to be redeemed in
         part, the portion thereof not to be redeemed.

                  The ownership interest of a beneficial owner in a Book-Entry
         Note will be recorded through the records of such participants in the
         Depositary or through the separate records of such participants and the
         records of indirect participants in the Depositary.

                  Transfers of a Book-Entry Note will be accomplished by book
         entries made by the Depositary and, in turn, by participants (and in
         certain cases, one or more indirect participants in the Depositary)
         acting on behalf of beneficial transferors and transferees of such
         Book-Entry Note.



                                       14
<PAGE>   21

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

         SECTION 2.08. Mutilated, Defaced, Destroyed, Lost or Stolen Notes. In
case any Note shall at any time become mutilated, defaced, destroyed, lost or
stolen, and such Note or satisfactory evidence of the destruction, loss, or
theft thereof (together with the security and indemnity hereinafter referred to
and such other documents or proof required by the Company), shall be delivered
to the Company, then the Company shall execute and the Trustee shall
authenticate and deliver, in lieu of such Note, a new Note bearing a number not
contemporaneously outstanding of the same form, Settlement Date, Interest Rate,
denomination, Maturity Date and Interest Payment Dates. In the case of any
mutilated, defaced, destroyed, lost or stolen Note, a surety bond or other
indemnity satisfactory to the Company and the Trustee may be required of the
holder of such Note before a replacement Note will be issued. All expenses
(including taxes and governmental charges) associated with obtaining such
indemnity and in issuing the new Note shall be borne by the holder of the Note
so mutilated, defaced, destroyed, lost or stolen.

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

         Every substituted Note issued pursuant to the provisions of this
Section by virtue of the fact that any Note is destroyed, lost or stolen shall,
with respect to such Note, constitute an additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Note shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

         All Notes shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Notes and shall, to the extent
permitted by law, preclude any and all other rights or remedies, notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.09. Cancellation. All Notes surrendered for payment,
redemption, registration of transfer, or exchange, as the case may be, shall, if
surrendered to the Trustee, be cancelled and destroyed by it in accordance with
its customary procedures and a certificate of destruction delivered to the
Company, or shall, if surrendered to any Paying Agent, be delivered to the
Trustee and promptly cancelled and destroyed by the Trustee and a certificate of
destruction delivered to the Company, and no Notes shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Notes and deliver a certificate
of destruction to the Company.

         SECTION 2.10. Book-Entry Only System. If specified by the Company
pursuant to Section 2.01 with respect to Notes represented by a Note in global
form, a series of Notes may be issued initially in book-entry only form and, if
issued in such form, shall be represented by one or more Notes in global form
registered in the name of the Depositary or other depositary



                                       15
<PAGE>   22

designated with respect thereto. So long as such system of registration is in
effect, (a) Notes of a series so issued in book-entry only form will not be
issuable in the form of or exchangeable for Notes in certificate or definitive
registered form, (b) the records of the Depositary or such other depositary will
be determinative for all purposes and (c) neither the Company, the Trustee nor
any paying agent, Note Registrar or transfer agent for such Notes will have any
responsibility or liability for (i) any aspect of the records relating to or
payments made on account of owners of beneficial interests in the Notes of such
series, (ii) maintaining, supervising or reviewing any records relating to such
beneficial interests, (iii) receipt of notices, voting and requesting or
directing the Trustee to take, or not to take, or consenting to, certain actions
hereunder, or (iv) the records and procedures of the Depositary or such other
depositary, as the case may be.

                                 ARTICLE THREE.
                     REDEMPTION OF NOTES; SURVIVOR'S OPTION

         SECTION 3.01. Redemption of Notes; Applicability of Section. The
Company shall have the right to permit any Note issued hereunder to be redeemed.
The terms of any such redemption shall be contained in this particular Note.
Redemption of Notes of any series permitted or required by the terms of the
Notes shall be made in accordance with such terms and this Section; provided,
however, that if any provision of a series of Notes conflicts with any provision
of this Section, the provision of such series of Notes shall govern.

         SECTION 3.02. Notice of Redemption; Selection of Notes. In case the
Company elects to exercise the rights to redeem all or, as the case may be, any
part of a series of Notes, it shall fix a date for redemption (the "Redemption
Date"). Notice of redemption of Notes to be redeemed at the election of the
Company shall be given by the Company, or, at the Company's request, by the
Trustee in the name and at the expense of the Company. The Company or the
Trustee, as the case may be, shall give notice of such redemption, at least 30
and not more than 60 days prior to the date fixed for a redemption to the
holders of such Notes so to be redeemed. Notice given in such manner shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice or any defect in
the notice to the holder of any such Note designated for redemption shall not
affect the validity of the proceedings for the redemption of any other such
Note. If the Company requests the Trustee to give any notice of redemption, it
shall make such request at least 5 days prior to the designated date for
delivering such notice, unless a shorter period is satisfactory to the Trustee.

         Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which such Notes are to be redeemed, the
CUSIP numbers of such Notes, the Place of Payment where such Notes will be paid
upon presentation and surrender of such Notes, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all of the series is to be redeemed, the notice of
redemption shall specify the numbers of the Notes to be redeemed. In case any
Note is to be redeemed in part only, the notice of redemption shall state the
portion of the principal amount thereof to be redeemed and shall state that,
upon surrender of such Note, a new Note or Notes of the same series in principal
amount equal to the unredeemed portion thereof will be issued.

         On or before the Redemption Date, the Company will deposit in trust
with the Trustee or with one or more paying agents an amount of money sufficient
to redeem on the Redemption



                                       16
<PAGE>   23

Date all the Notes or portions of Notes so called for redemption at the
appropriate redemption price, together with accrued interest, if any, to the
date fixed for redemption. If less than all of a series of Notes is to be
redeemed, the Company will give the Trustee adequate written notice at least 45
days in advance (unless a shorter notice shall be satisfactory to the Trustee)
as to the aggregate principal amount of Notes to be redeemed.

         If less than all the Notes of a series is to be redeemed, the Trustee
shall select, pro rata or by lot or in such other manner as it shall deem
appropriate and fair, not more than 60 days prior to the date of redemption, the
numbers of such Notes Outstanding not previously called for redemption, to be
redeemed in whole or in part. The portion of principal of Notes so selected for
partial redemption shall be equal to the minimum authorized denomination for
Notes of that series or any integral multiple thereof. The Trustee shall
promptly notify the Company of the Notes to be redeemed. If, however, less than
all the Notes of a series having differing issue dates, interest rates and
stated maturities are to be redeemed, the Company in its sole discretion shall
select the particular Notes of such series to be redeemed and shall notify the
Trustee in writing at least 45 days prior to the relevant Redemption Date.

         SECTION 3.03. Payment of Notes Called For Redemption. If notice of
redemption has been given as provided above, the Notes or portions of Notes with
respect to which such notice has been given shall become due and payable on the
date and at the place stated in such notice at the applicable redemption price,
together with any interest accrued to the date fixed for redemption, and on and
after said date (unless the Company shall default in the payment of such Notes
at the redemption price, together with interest accrued to said date) interest
on such Notes or portions of Notes so called for redemption shall cease to
accrue. On presentation and surrender of such Notes subject to redemption at the
Place of Payment and in the manner specified in such notice, such Notes or the
specified portions thereof shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the date
fixed for redemption.

         Any Note that is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the holder thereof or such holder's
attorney duly authorized in writing) and upon such presentation, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder thereof, at the expense of the Company, a new Note or Notes of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the principal of the Note so presented. If a Global
Note is so surrendered, such new Note so issued shall be a new Global Note.

         SECTION 3.04. Redemption Suspended During Event of Default. The Trustee
shall not redeem any Notes (unless all Notes then outstanding are to be
redeemed) or commence the giving of any notice or redemption of Notes during the
continuance of any Event of Default of which a Responsible Officer of the
Trustee has actual knowledge or notice, except that where the giving of notice
of redemption of any Notes shall theretofore have been made, the Trustee shall
redeem such Notes, provided funds are deposited with it for such purpose. Except
as aforesaid, any moneys theretofore or thereafter received by the Trustee
shall, during the continuance of such Event of Default, be held in trust for the
benefit of the noteholders and applied in the manner set forth in Section 6.06;
provided, however, that in case such Event of Default shall



                                       17
<PAGE>   24

have been waived as provided herein or otherwise cured, such moneys shall
thereafter be held and applied in accordance with the provisions of this
Article.

         SECTION 3.05 Survivor's Option. If so specified in any Note, the
representative of a beneficial owner of such Note shall have the option to elect
repayment or repurchase of such Note following the death of the beneficial owner
of such Note (a "Survivor's Option"). The terms of any such Survivor's Option
shall be specified by the Company pursuant to Section 2.01 and set forth in the
terms of the applicable Note. Exercise of the Survivor's Option for Notes of any
series shall be made in accordance with such terms and this Section 3.05;
provided, however, that if any provision of a series of Notes conflicts with any
provision of this Section 3.05, the provision of such series of Notes shall
govern.

         Pursuant to the valid exercise of the Survivor's Option, the Company
shall repay or repurchase any Note (or portion thereof) properly tendered for
repayment or repurchase by or on behalf of the person (the "Representative")
that has authority to act on behalf of the deceased beneficial owner of a Note
under the laws of the appropriate jurisdiction (including, without limitation,
the personal representative or executor of the deceased beneficial owner or
surviving joint owner with such deceased beneficial owner) at a price equal to
100% of the principal amount of the deceased beneficial owner's beneficial
interest in such Note plus accrued interest to the date of such repayment or
repurchase (or at a price equal to the Amortized Face Amount for Original Issue
Discount Notes and Zero-Coupon Notes on the date of such repayment or
repurchase), subject to any limitations set forth with respect to such
Survivor's Option with respect to aggregate exercises of Survivor's Options in
any year or on behalf of any one deceased beneficial owner (each, a "Put
Limitation"). Any Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.

         Each Note (or portion thereof) that is tendered pursuant to valid
exercise of the Survivor's Option shall be accepted in the order all such Notes
are received by the Trustee, except for any Note (or portion thereof) the
acceptance of which would contravene a Put Limitation, if any. If, as of the end
of any calendar year, the aggregate principal amount of Notes (or portions
thereof) that have been tendered pursuant to the valid exercise of the
Survivor's Option during such year has exceeded a Put Limitation, if any, any
exercise(s) of the Survivor's Option with respect to Notes (or portions thereof)
not accepted during such calendar year because such acceptance would have
contravened such Put Limitation, if applied, shall be deemed to be tendered in
the following calendar year in the order all such Notes (or portions thereof)
were originally tendered. Any Note (or portion thereof) accepted for repayment
or repurchase pursuant to exercise of the Survivor's Option shall be repaid or
repurchased pursuant to the terms set forth in such Note. In the event that a
Note (or any portion thereof) tendered for repayment or repurchase pursuant to
valid exercise of the Survivor's Option is not accepted, the Trustee shall
deliver a notice, by first-class mail to the registered holder thereof at its
last known address as indicated in the Note Register, that states the reason
such Note (or portion thereof) has not been accepted for payment.

         In order for a Survivor's Option to be validly exercised with respect
to any Note (or portion thereof), the Trustee must receive from the
Representative of the deceased beneficial owner (i) a written request for
repayment or repurchase signed by the Representative, and such signature must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc. (the "NASD") or a
commercial bank or trust company having an office or correspondent in the United
States; (ii) tender of a Note (or portion



                                       18
<PAGE>   25

thereof) to be repaid or repurchased; (iii) appropriate evidence satisfactory to
the Trustee that (A) the deceased was the beneficial owner of the Note at the
time of death, (B) the death of such beneficial owner has occurred, (C) the
Representative has authority to act on behalf of the deceased beneficial owner,
and (D) any other conditions applicable to such Survivor's Option have been
satisfied; (iv) if applicable, a properly executed assignment or endorsement;
(v) if the interest in such Note is held by a nominee of the deceased beneficial
owner, a certificate satisfactory to the Trustee from such nominee attesting to
the deceased's beneficial ownership in such Note; (vi) tax waivers and such
other instruments or documents that the Trustee reasonably requires in order to
establish the validity of the beneficial ownership of the Notes and the
claimant's entitlement to payment; and (vii) any additional information the
Trustee requires to evidence satisfaction of any conditions to the exercise of
the Survivor's Option or to document beneficial ownership or authority to make
the election and to cause the repayment or repurchase of the notes. Subject to
the Company's right hereunder with respect to any Put Limitation, all questions
as to the eligibility or validity of any exercise of the Survivor's Option will
be determined by the Trustee, in its sole discretion, which determination shall
be final and binding on all parties.

         For Notes represented by a Global Note, the Depositary or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Survivor's Option for such Note. To obtain repayment or repurchase
pursuant to exercise of the Survivor's Option with respect to such Note, the
Representative must provide to the broker or other entity through which the
beneficial interest in such Note is held by the deceased beneficial owner (i)
the items described in the preceding paragraph and (ii) instructions to such
broker or other entity to notify the Depositary of such Representative's desire
to obtain repayment or repurchase pursuant to exercise of the Survivor's Option.
Such broker or other entity shall provide to the Trustee (i) the documents
received from the Representative referred to in clause (i) of the preceding
sentence and (ii) a certificate satisfactory to the Trustee from such broker or
other entity stating that it represents the deceased beneficial owner. Such
broker or other entity shall be responsible for disbursing any payments it
receives pursuant to exercise of the Survivor's Option to the appropriate
Representative.

         SECTION 3.06 Repayment Option. If so specified in any Note, the
beneficial owner of that Note shall have the option to elect repayment or
repurchase of such Note (the "Repayment Option") upon delivery of an irrevocable
notice of exercise of such option to the Company and the Trustee. Such notice
shall be delivered at least 30 but no more than 60 days prior to the next
Interest Payment Date proposed as the date for repayment or repurchase.
Repurchases of Notes upon exercise of the Repayment Option shall occur only on
an Interest Payment Date. Unless otherwise specified in the Note, such repayment
or repurchase shall be paid at a price equal to 100% of the principal amount of
the beneficial interest subject to such repayment or repurchase, plus accrued
interest to the date of such repayment or repurchase. The Note may prescribe an
alternate purchase price formula.

         In order for a Repayment Option to be validly exercised with respect to
any Note (or portion thereof), the Trustee must receive from the beneficial
owner of such Note (i) a written request for repayment or repurchase signed by
the beneficial owner of such Note, with signature guaranteed by a member firm of
a registered national securities exchange or of the NASD or a commercial bank or
trust company having an office or correspondent in the United States, (ii)


                                       19
<PAGE>   26

tender of the Note (or portion thereof) to be repaid or repurchased, (iii)
appropriate evidence satisfactory to the Trustee that such individual is the
beneficial owner of such Note and (iv) if applicable, a properly executed
assignment or endorsement.

         For Notes represented by a Global Note, the Depositary or its nominee
shall be the holder of such Note and therefore shall be the only entity that can
exercise the Repayment Option for such Note. To obtain repayment or repurchase
pursuant to exercise of the Repayment Option with respect to such Note, the
beneficial owner of such Note must provide to the broker or other entity through
which the beneficial interest in such Note is held by such beneficial owner (i)
the documents described in clauses (i) and (iii) of the preceding paragraph and
(ii) instructions to such broker or other entity to notify the Depositary of
such beneficial owner's desire to obtain repayment or repurchase pursuant to
exercise of the Repayment Option.

         In addition, the beneficial owner shall provide the Trustee with such
additional information and documentation as the Trustee shall reasonably
request.

                                  ARTICLE FOUR.
                            PAYMENT AND PAYING AGENTS

         SECTION 4.01. Payment of Principal, Premium and Interest. The Company
will duly and punctually pay or cause to be paid the principal of (and premium,
if any) and interest, if any, on each of the Notes at the place, at the
respective times and in the manner provided in the terms of the Notes and in
this Indenture.

         Each Note will bear interest from and including its Issue Date at the
rate per annum set forth in such Note and until the principal amount thereof is
paid, or made available for payment, in full. Interest on each Note will be
payable either periodically on each Interest Payment Date as set forth in such
Note or at Maturity (or on the date of redemption or repayment if a Note is
repurchased by the Company prior to Maturity pursuant to mandatory or optional
redemption provisions or the Survivor's Option). Interest will be payable to the
person in whose name a Note is registered at the close of business on the
Regular Record Date next preceding each Interest Payment Date; provided,
however, interest payable at Maturity, on a date of redemption or repayment or
in connection with the exercise of the Survivor's Option will be payable to the
person to whom principal shall be payable.

         Any payment of principal (and premium, if any) or interest required to
be made on a Note on a day which is not a Business Day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on such day, and no additional interest shall accrue as a
result of such delayed payment. Unless otherwise specified in a Note, any
interest on the Notes will be computed on the basis of a 360-day year of twelve
30-day months.

         Unless otherwise specified in a Board Resolution or in the Note:

                  (a) the Interest Payment Dates for a Note that provides for
         monthly interest payments shall be the fifteenth day of each calendar
         month commencing in the first calendar month following the month in
         which the Note is issued;



                                       20
<PAGE>   27

                  (b) In the case of a Note that provides for quarterly interest
         payments, the Interest Payment Dates shall be the fifteenth day of each
         of the months specified in the Pricing Supplement, commencing in the
         third succeeding calendar month following the month in which the Note
         is issued;

                  (c) In the case of a Note that provides for semi-annual
         interest payments, the Interest Payment Dates shall be the fifteenth
         day of each of the months specified in the Pricing Supplement,
         commencing in the sixth succeeding calendar month following the month
         in which the Note is issued; and

                  (d) In the case of a Note that provides for annual interest
         payments, the Interest Payment Date shall be the fifteenth day of the
         month specified in the Pricing Supplement, commencing in the twelfth
         succeeding calendar month following the month in which the Note is
         issued.

         The Regular Record Date with respect to any Interest Payment Date shall
be the first day of the calendar month in which such Interest Payment Date
occurs, except that the Regular Record Date with respect to the final Interest
Payment Date shall be the final Interest Payment Date.

         Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or Maturity Date, as the case may be.

         Promptly after each Regular Record Date, the Trustee will deliver to
the Company and the Depositary a written notice specifying by CUSIP number the
amount of interest to be paid on each Note (other than an Interest Payment Date
coinciding with the Maturity Date) and the total of such amounts. On such
Interest Payment Date, the Company will pay to the Trustee, and the Trustee in
turn will pay to the Depositary in accordance with procedures agreed to by the
Depositary, such total amount of interest due.

         All interest payments on Book-Entry Notes will be paid by the Trustee
to the Depositary in accordance with existing arrangements between the Trustee
and the Depositary. Thereafter, on each Interest Payment Date, the Depositary
will pay, in accordance with its operating procedures then in effect, such
amounts in funds available for immediate use to the respective participants with
payments in amounts proportionate to their respective holdings in principal
amount of beneficial interest in such Global Note as are recorded in the
book-entry system maintained by the Depositary. Neither the Company nor the
Trustee shall have any direct responsibility or liability for the payment by the
Depositary of the principal of or interest on, the Book-Entry Notes to such
participants. If any Interest Payment Date for any Note is not a Business Day,
the payment due on such day shall be made on the next succeeding Business Day
and no interest shall accrue on such payment for the period from and after such
Interest Payment Date.

         On or about the first Business Day of each month, the Trustee will
deliver to the Company and the Depositary a written list of principal and
interest to be paid on each Global Note representing Book-Entry Notes maturing
in the following month. The Trustee, the



                                       21
<PAGE>   28

Company and the Depositary will confirm the amounts of such principal and
interest payments with respect to each Global Note on or about the fifth
Business Day preceding the Maturity Date of such Global Note. On the Maturity
Date, the Company will pay to the Trustee, and the Trustee in turn will pay to
the Depositary, the principal amount of such Global Note, together with interest
due on such Maturity Date.

         If any Maturity Date of a Note is not a Business Day, the payment due
on such day shall be made on the next succeeding Business Day and no interest
shall accrue on such payment for the period from and after such Maturity Date.
Promptly after payment to the Depositary of the principal and interest due on
the Maturity Date of such Global Note and all Book-Entry Notes represented by
such Global Note, the Trustee will cancel and destroy such Global Note in
accordance with the Indenture and deliver a certificate of destruction to the
Company.

         The amount of any taxes required under applicable law to be withheld
from any interest payment on a Book-Entry Note will be determined and withheld
by the participant, indirect participant in the Depositary or other person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.

         Any interest payments on a certificated Note (other than interest on
the Maturity Date) will be made by check and mailed by the Company to the person
entitled thereto as listed on the Note Register.

         SECTION 4.02. Paying Agents. The Company shall maintain one or more
Paying Agents for the payment of the principal of (and premium, if any) and
interest, if any, on the Notes of each series as provided in the terms of the
Notes of such series. The Company agrees to keep the Trustee advised of the name
and location of each Paying Agent if such Paying Agent is not the Trustee. The
Paying Agents shall arrange for the payment, from funds furnished by the Company
pursuant to this Indenture, of the principal and interest with respect to the
Notes.

         The Company hereby initially appoints The Bank of New York as the
Company's Paying Agent for the Book-Entry Notes (the "Paying Agent," which term
shall include any successor as Paying Agent for the Book-Entry Notes). The
Company reserves the right, subject to the terms of the Notes of any series, to
terminate any such appointment at any time as to such series and to appoint any
other Paying Agents in respect of the Notes of such series in such places as it
may deem appropriate.

         SECTION 4.03. Provisions As To Paying Agents. (a) Whenever the Company
shall appoint a paying agent other than the Trustee with respect to the Notes of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section:

                           (1) that it will hold sums held by it as such agent
                  for the payment of the principal of (and premium, if any) or
                  any interest on the Notes of such series (whether such sums
                  have been paid to it by the Company or by any other obligor on
                  the Notes of such series) in trust for the benefit of the
                  persons entitled thereto until such sums shall be paid to such
                  persons or otherwise disposed of as herein provided and will
                  notify the Trustee of the receipt of sums to be so held;



                                       22
<PAGE>   29

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

                           (3) that at any time when any such failure has
                  occurred and is continuing, it will, upon the written request
                  of the Trustee, forthwith pay to the Trustee all sums so held
                  in trust by such paying agent.

                  (b) If the Company shall act as its own paying agent, it will,
         on or before each due date of the principal of (and premium, if any) or
         any interest on the Notes of any series, set aside, segregate and hold
         in trust for the benefit of the persons entitled thereto a sum
         sufficient to pay such principal (and premium, if any) or any interest
         so becoming due until such sums shall be paid to such persons or
         otherwise disposed of as herein provided. The Company will promptly
         notify the Trustee of any failure to take such action.

                   (c) Whenever the Company shall have one or more paying agents
         with respect to a series of Notes it will, on or prior to each due date
         of the principal of (and premium, if any) or any interest on, any
         Notes, deposit with a paying agent a sum sufficient to pay the
         principal (an premium, if any) or any interest, so becoming due, such
         sum to be held in trust for the benefit of the Persons entitled to such
         principal, premium or interest, and (unless such paying agent is the
         Trustee) the Company will promptly notify the Trustee of its action or
         failure so to act.

                   (d) Anything in this Section to the contrary notwithstanding,
         the Company may, at any time for the purpose of obtaining the
         satisfaction and discharge of this Indenture with respect to one or
         more or all series of Notes hereunder, or for any other reason, pay or
         cause to be paid to the Trustee all sums held in trust for such series
         by it or any paying agent hereunder as required by this Section, such
         sums to be held by the Trustee upon the trusts herein contained, 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.

                   (e) Anything in this Section to the contrary notwithstanding,
         the agreement to hold sums in trust as provided in this Section is
         subject to the provisions of Sections 12.03 and 12.04.

         SECTION 4.04. Offices for Notices, Etc. As long as any of the Notes
remain outstanding, the Company will designate and maintain an office or agency
where the Notes may be presented or surrendered for payment, registration of
transfer and for exchange as provided in this Indenture and where notices and
demands to or upon the Company in respect of the Notes or of this Indenture may
be served, other than demands for payment. The Company will give to the Trustee
notice of the location of each such office or agency and of any change in the
location thereof. In case the Company shall fail to maintain any such office or
agency, or shall fail to give such notice of the location or of any change in
the location thereof, such notices and demands may be served at the corporate
trust office of the Trustee specified in Section 14.03 hereof.



                                       23
<PAGE>   30

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

         The Company hereby initially designates the principal corporate trust
office of The Bank of New York, 101 Barclay Street, 21 West, New York, New York
10286 as the office of the Company where Notes may be presented for payment, for
registration or transfer and for exchange as in this Indenture provided and
where notices and demands to or upon the Company in respect of the Notes or of
this Indenture may be served.

         SECTION 4.05. Determination of Additional Amounts. If Notes provide for
the payment of Additional Amounts, the Company will pay to the holder of any
Note, Additional Amounts as provided therein. Whenever in this Indenture there
is mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Note or net proceeds received on the sale or
exchange of any Note, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect
thereof pursuant to the provisions of this Section and express mention of the
payment of Additional Amounts (if applicable) in any provisions hereof shall not
be construed as excluding Additional Amounts in those provisions hereof where
such express mention is not made.

          If Notes provide for the payment of Additional Amounts, at least 10
days prior to the first interest payment date with respect to those Notes (or,
if the Notes of that series will not bear interest prior to maturity (including
any maturity occurring by reason of call of redemption or otherwise), the first
day on which a payment of principal and any premium is made), and at least 10
days prior to each date of payment of principal and any premium or interest if
there has been any change with respect to the matters set forth in the
below-mentioned Officers' Certificate, the Company will furnish the Trustee and
the Company's principal paying agent or paying agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such paying
agent or paying agents whether such payment of principal of (and premium, if
any) or any interest on those Notes shall be made to holders those Notes who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Notes. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
holders of those Notes and the Company will pay to the Trustee or such paying
agent the Additional Amounts required by this Section. The Company covenants to
indemnify the Trustee and any paying agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

         SECTION 4.06. Limitation on Sale or Issuance of Capital Stock of a
Principal Subsidiary Bank. Subject to the provisions of Article Eleven, the
Company will not sell, assign, transfer or otherwise dispose of, or permit the
issuance of, or permit a subsidiary to sell, assign,



                                       24
<PAGE>   31

transfer or dispose of, any shares of Capital Stock of, or any securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of, Capital Stock of, any Principal Subsidiary Bank or any subsidiary
which owns shares of Capital Stock of, or any securities convertible into or
options, warrants or rights to subscribe for or purchase shares of Capital Stock
of, any Principal Subsidiary Bank, except:

         (a) any sale, assignment, transfer or other disposition or issuance
made, in the minimum amount required by law, to any person for the purpose of
the qualification of such person to serve as a director; or

         (b) any sale, assignment, transfer or other disposition or issuance for
not less than fair market value (as determined by the Board of Directors, such
determination being evidenced by a Board Resolution, which determination shall
be conclusive), if, after giving effect to such disposition and to conversion of
any shares or securities convertible into Capital Stock of a Principal
Subsidiary Bank, the Company would own directly or indirectly not less than 80%
of each class of the Capital Stock of such Principal Subsidiary Bank (or any
successor corporation thereto); or

         (c) any sale, assignment, transfer or other disposition or issuance
made in compliance with an order of a court or regulatory authority of competent
jurisdiction; or

         (d) any sale by a Principal Subsidiary Bank (or any successor
corporation thereto) of additional shares of its Capital Stock to its
stockholders at any price, so long as (i) prior to such sale the Company owns,
directly or indirectly, shares of the same class and (ii) immediately after such
sale, the Company of the same class and (ii) immediately after such sale, the
Company owns, directly or indirectly, at least as great a percentage of each
class of Capital Stock of such Principal Subsidiary Bank as it owned prior to
such sale of additional shares; or

         (e) any sale by a Principal Subsidiary Bank (or any successor
corporation thereto) of additional securities convertible into shares of its
Capital Stock to its stockholders at any price, so long as (i) prior to such
sale the Company owns, directly or indirectly, securities of the same class and
(ii) immediately after such sale the Company owns, directly or indirectly, at
least as great a percentage of each class of such securities convertible into
shares of Capital Stock of such Principal Subsidiary Bank as it owned prior to
such sale of additional securities; or

         (f) any sale by a Principal Subsidiary Bank (or any successor
corporation thereto) of additional options, warrants or rights to subscribe for
or purchase shares of its Capital Stock to its stockholders at any price, so
long as (i) prior to such sale the Company owns, directly or indirectly,
options, warrants or rights, as the case may be, of the same class and (ii)
immediately after such sale, the Company owns, directly or indirectly, at least
as great a percentage of each class of such options, warrants or rights, as the
case may be, to subscribe for or purchase shares of Capital Stock of a Principal
Subsidiary Bank as it owned prior to such sale of additional options, warrants
or rights; or

         (g) any issuance of shares of Capital Stock, or securities convertible
into or options, warrants or rights to subscribe for or purchase shares of
Capital Stock, of a Principal Subsidiary Bank or any subsidiary which owns
shares of Capital Stock, or securities convertible into, or



                                       25
<PAGE>   32

options, warrants or rights to acquire Capital Stock of any Principal Subsidiary
Bank to the Company or another wholly owned subsidiary.

         The Trustee shall have no duty or responsibility to monitor compliance
with this Section 4.06.

                                  ARTICLE FIVE.
                       NOTEHOLDER LISTS AND REPORTS BY THE
                            COMPANY AND THE TRUSTEE.

         SECTION 5.01. Noteholder Lists. The Company will furnish or cause to be
furnished to the Trustee, semiannually, not later than January 15 and July 15 in
each year and at such other times as the Trustee may request in writing, within
30 days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require containing all the information in the
possession or control of the Company or any of its Paying Agents (other than the
Trustee in its capacity as a Paying Agent), as to the names and addresses of the
holders of Notes of particular series specified by the Trustee as of a date not
more than 15 days prior to the time such information is furnished, provided,
however, that if and so long as the Trustee shall be the Note Registrar, such
list shall not be required to be furnished. At the Trustee's direction, this
Company will furnish copies of the same reports to the Depositary.

         SECTION 5.02. Preservation and Disclosure of Lists.

                  (a) The Trustee shall preserve, in as current a form as is
         reasonably practicable, all information as to the names and addresses
         of the holders of each series of Notes (i) contained in the most recent
         list furnished to it as provided in Section 5.01, (ii) received by the
         Trustee in its capacity as Note Registrar or a Paying Agent or (iii)
         filed with it within the preceding two years pursuant to Section
         5.04(d). The Trustee may destroy any list furnished to it as provided
         in Section 5.01 upon receipt of a new list so furnished.

                  (b) In case three or more holders of Notes (hereinafter
         referred to as "applicants") apply in writing to the Trustee and
         furnish to the Trustee reasonable proof that each such applicant has
         owned a Note of such series for a period of at least six months
         preceding the date of such application, and such application states
         that the applicants desire to communicate with other holders of Notes
         of a particular series (in which case the applicants must hold Notes of
         such series) or with holders of all Notes with respect to their rights
         under this Indenture or under such Notes and it is accompanied by a
         copy of the form of proxy or other communication which such applicants
         propose to transmit, then the Trustee shall, within five business days
         after the receipt of such application, at its election, either:

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

                           (2) inform such applicants as to the approximate
                  number of holders of Notes of such series or all Notes, as the
                  case may be, whose names and addresses appear in the
                  information preserved at the time by the Trustee, in
                  accordance with



                                       26
<PAGE>   33

                  the provisions of subsection (a) of this Section, and as to
                  the approximate cost of mailing to such noteholders the form
                  of proxy or other communication, if any, specified in such
                  application.

                  If the Trustee shall elect not to afford to such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each holder of Notes of such series or all
         Notes, as the case may be, whose name and address appear in the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section a copy of the form of
         proxy or other communication which is specified in such request, with
         reasonable promptness after a tender to the Trustee of the material to
         be mailed and of payment, or provision for the payment, of the
         reasonable expenses of mailing, unless within five days after such
         tender, the Trustee shall mail to such applicants and file with the
         Securities and Exchange Commission (the "Commission"), together with a
         copy of the material to be mailed, a written statement to the effect
         that, in the opinion of the Trustee, such mailing would be contrary to
         the best interests of the holders of Notes of such series or all Notes,
         as the case may be, or would be in violation of applicable law. Such
         written statement shall specify the basis of such opinion. If the
         Commission after opportunity for a hearing upon the objections
         specified in the written statement so filed, shall enter an order
         refusing to sustain any of such objections or if, after the entry of an
         order sustaining one or more of such objections, the Commission shall
         find, after notice and opportunity for hearing, that all the objections
         so sustained have been met, and shall enter an order so declaring, the
         Trustee shall mail copies of such material to all such holders with
         reasonable promptness after the entry of such order and the renewal of
         such tender; otherwise the Trustee shall be relieved of any obligation
         or duty to such applicants respecting their application.

                  (c) Each and every holder of Notes, by receiving and holding
         the same, agrees with the Company and the Trustee that neither the
         Company nor the Trustee nor any Paying Agent, Note Registrar, or any
         agent of the Company or of the Trustee shall be held accountable by
         reason of the disclosure of any such information as to the names and
         addresses of the holders of Notes in accordance with the provisions of
         subsection (b) of this Section, regardless of the source from which
         such information was derived, and that the Trustee shall not be held
         accountable by reason of mailing any material pursuant to a request
         made under said subsection (b).

         SECTION 5.03. Reports by the Company. The Company shall, so long as the
Notes are Outstanding:

                  (a) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file information, documents or reports
         pursuant to either of such sections, then to file with the Trustee and
         the Commission, in accordance with rules and regulations prescribed
         from time to time by said Commission, such of the supplementary and
         periodic information, documents and reports which may be required
         pursuant to Section 13 of the Securities



                                       27
<PAGE>   34

         Exchange Act of 1934 in respect of a security listed and registered on
         a national securities exchange as may be prescribed from time to time
         in such rules and regulations;

                  (b) file with the Trustee and the Commission, in accordance
         with the rules and regulations prescribed from time to time by the
         Commission, such additional information, documents, and reports with
         respect to compliance by the Company with the conditions and covenants
         provided for in this Indenture as may be required from time to time by
         such rules and regulations; and

                  (c) transmit by mail to all the holders of Notes of each
         series in the manner and to the extent provided in Section 5.04(d) with
         respect to reports pursuant to Section 5.04(a), within thirty days
         after the filing thereof with the Trustee, such summaries of any
         information, documents and reports required to be filed by the Company
         with respect to each such series of Notes pursuant to subsections (a)
         and (b) of this Section as may be required by rules and regulations
         prescribed from time to time by the Commission.

         SECTION 5.04. Reports By The Trustee.

                  (a) On or about July 15, 2001 and on or before July 15 of each
         year thereafter, so long as any Notes are outstanding hereunder, the
         Trustee shall transmit to the holders of Notes, as provided in
         subsection (b) of this Section, a brief report dated as of the
         preceding May 15, with respect to any of the following events which may
         have occurred within the previous 12 months (but if no such event has
         occurred within such period no report needs to be transmitted):

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

                           (2) the character and amount of any advances (and if
                  the Trustee elects so to state, the circumstances surrounding
                  the making thereof) made by the Trustee (as such) which remain
                  unpaid on the date of such report, and for the reimbursement
                  of which it claims or may claim a lien or charge, prior to
                  that of the Notes, on any property or funds held or collected
                  by it as Trustee, except that the Trustee shall not be
                  required (but may elect) to report such advances if such
                  advances so remaining unpaid aggregate not more than one-half
                  of one percent of the principal amount of the Notes for any
                  series outstanding on the date of such report;

                           (3) any change to the amount, interest rate, and
                  maturity date of all other indebtedness owing by the Company
                  (or by any other obligor on the Notes) to the Trustee in its
                  individual capacity, on the date of such report, with a brief
                  description of any property held as collateral security
                  therefor, except an indebtedness based upon a creditor
                  relationship arising in any manner described in paragraphs
                  (2), (3), (4), or (6) of subsection (b) of Section 7.13;

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



                                       28
<PAGE>   35

                           (5) the creation of or any material change to a
                  relationship specified in paragraph (1) through (10) of
                  Section 7.08(c);

                           (6) any additional issue of Notes which it has not
                  previously reported; and

                           (7) any action taken by the Trustee in the
                  performance of its duties under this Indenture which it has
                  not previously reported and which in its opinion materially
                  affects the Notes, except action in respect of a default,
                  notice of which has been or is to be withheld by it in
                  accordance with the provisions of Section 6.04.

                  (b) The Trustee shall transmit to the holders of Notes of any
         series, as provided in subsection (c) of this Section, a brief report
         with respect to the character and amount of any advances (and if the
         Trustee elects so to state, the circumstances surrounding the making
         thereof) made by the Trustee (as such) since the date of the last
         report transmitted pursuant to the provisions of subsection (a) of this
         Section (or if no such report has yet been so transmitted, since the
         date of execution of this Indenture), for the reimbursement of which it
         claims or may claim a lien or charge prior to that of the Notes of any
         series on property or funds held or collected by it as Trustee, and
         which it has not previously reported pursuant to this subsection (b),
         except that the Trustee for each series shall not be required (but may
         elect) to report such advances if such advances remaining unpaid at any
         time aggregate ten percent or less of the principal amount of Notes for
         such series Outstanding at such time, such report to be transmitted
         within 90 days after such time.

                  (c) Reports pursuant to this Section shall be transmitted by
         mail:

                           (1) to all holders of Notes, as the names and
                  addresses of such holders appear in the Note Register;

                           (2) except in the case of reports pursuant to
                  subsection (b) of this Section, to all holders of Notes whose
                  names and addresses are at that time preserved by the Trustee,
                  as provided in 5.02(a).

                  (d) A copy of each such report shall, at the time of such
         transmission to holders of Notes, be filed by the Trustee with each
         stock exchange upon which the Notes are listed and also with the
         Commission and the Company. The Company agrees to promptly notify the
         Trustee when and as the Notes become listed on any stock exchange.

                  (e) So long as the Notes are issued in Book-Entry form, all
         reports shall be delivered to the Depositary, as holder of the Notes.

                                  ARTICLE SIX.
                                    REMEDIES.

         SECTION 6.01. Events of Default; Acceleration of Maturity. In case one
or more of the following Events of Default with respect to a particular series
of Notes shall have occurred and be continuing, that is to say:



                                       29
<PAGE>   36

                  (a) default in the payment of the principal of (or premium, if
         any) any of the Notes of such series as and when the same shall become
         due and payable either at maturity, upon redemption, by declaration or
         otherwise; or

                  (b) default in the payment of any installment of interest upon
         any of the Notes of such series as and when the same shall become due
         and payable, and continuance of such default for a period of 30 days;
         or

                  (c) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in the Notes or in this Indenture contained for a period of 90
         days after the date on which written notice of such failure, requiring
         the Company to remedy the same, shall have been given to the Company by
         the Trustee, or to the Company and the Trustee by the holders of at
         least 25% in aggregate principal amount of the Notes affected thereby
         at the time outstanding; or

                  (d) a court having jurisdiction in the premises shall enter a
         decree or order for relief in respect of the Company in an involuntary
         case under any applicable bankruptcy, insolvency or other similar law
         now or hereafter in effect, or appointing a receiver, liquidator,
         assignee, custodian, trustee, sequestrator (or similar official) of the
         Company or for any substantial part of its property, or ordering the
         winding-up or liquidation of its affairs and such decree or order shall
         remain unstayed and in effect for a period of 60 consecutive days; or

                  (e) the Company shall commence a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or shall consent to the entry of an order for relief in an
         involuntary case under any such law, or shall consent to the
         appointment of or taking possession by a receiver, liquidator,
         assignee, trustee, custodian, sequestrator (or similar official) of the
         Company or for any substantial part of its property, or shall make any
         general assignment for the benefit of creditors;

then, if an Event of Default described in c1ause (a), (b) or (c) shall have
occurred and be continuing, and in each and every such case, unless the
principal amount of all the Notes of such series shall have already become due
and payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Notes of all series affected thereby then outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
noteholders) may declare the principal amount of all the Notes (or, with respect
to Original Issue Discount Notes, such lesser amount as may be specified in the
terms of such Notes) affected thereby to be due and payable immediately, and
upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Notes of such series contained to
the contrary notwithstanding, or, if an Event of Default described in clause (d)
or (e) shall have occurred and be continuing, and in each and every such case,
unless the principal of all the Notes of such series shall have already become
due and payable, either the Trustee or the holders of not less than 25% in
aggregate principal amount of all the Notes then Outstanding hereunder (voting
as one class), by notice in writing to the Company (and to the Trustee if given
by noteholders), may declare the principal of all the Notes to be due and
payable immediately, and upon any such declaration the same shall become and
shall be immediately due and payable, anything in this Indenture or in the Notes
contained to the contrary notwithstanding.



                                       30
<PAGE>   37

         SECTION 6.02. Rescission and Annulment. The provisions in Section 6.01
are subject to the condition that if, at any time after the principal of the
Notes of any one or more of all series, as the case may be, shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Notes of such series or of all the
Notes, as the case may be, and the principal of (and premium, if any) all Notes
of such series or of all the Notes, as the case may be (or, with respect to
Original Issue Discount Notes, such lesser amount as may be specified in the
terms of such Notes), which shall have become due otherwise than by acceleration
(with interest upon such principal (and premium, if any)) and, to the extent
that payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest specified in
the Notes of such series or all Notes, as the case may be (or, with respect to
Original Issue Discount Notes, at the rate specified in the terms of such Notes
for interest on overdue principal thereof upon maturity, redemption or
acceleration of such series, as the case may be), to the date of such payment or
deposit, and such amount as shall be sufficient to cover reasonable compensation
to the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or bad faith, and any and all defaults under the Indenture,
other than the non- payment of the principal of Notes, which shall have become
due by acceleration, shall have been remedied; then and in every such case the
holders of a majority in aggregate principal amount of the Notes of such series
(or of all the Notes, as the case may be) then Outstanding, by written notice to
the Company and to the Trustee, may waive all defaults with respect to that
series or with respect to all Notes, as the case may be in such case, treated as
a single class and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission and annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the noteholders, as the case may be, shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the noteholders, as the case
may be, shall continue as though no such proceedings had been taken.

         SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Company covenants that if

                  (1) default is made in the payment of any installment of
         interest on any Note 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 (or
         premium, if any) of any Note at the maturity thereof, including any
         maturity occurring by reason of a call for redemption or otherwise,

         the Company will, upon demand of the Trustee, pay to it, for the
         benefit of the holders of such Notes, the whole amount that shall have
         become due and payable on such Notes for



                                       31
<PAGE>   38

         principal (or premium, if any) and interest, with interest upon the
         overdue principal and, to the extent that payment of such interest
         shall be legally enforceable, upon overdue installments of interest, at
         the rate borne by such Notes; and, in addition thereto, such further
         amount as shall be sufficient to cover the costs and expenses of
         collection, including the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel.

         If the Company fails to pay such amounts 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 proceedings to judgment or final decree, and may enforce the same
against the Company or any other obligor upon the Notes and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Notes, wherever situated.

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

         SECTION 6.04. Trustee May File Proofs of Claim. In the case of the
pendency of a receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Notes or the property of the Company
or such other obligor or their creditors, the Trustee (irrespective of whether
the principal of the Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

                  (i) to file and prove a claim for the whole amount of
         principal (and premium, if any) and any interest owing and unpaid in
         respect of the Notes and to file such other papers or documents as may
         be necessary or advisable in order to have the claims of the Trustee
         (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel) and
         of the holders of Notes allowed in such judicial proceeding; and

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

and any receiver, assignee, trustee, liquidator or sequestrator (or other
similar official) in any such judicial proceeding is hereby authorized by each
holder of Notes to make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments directly to the holders of
Notes, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.06. To the
extent that such payment of reasonable compensation, expenses, disbursements,
advances and other amounts out of the estate in any such proceedings shall be
denied for any reason, payment of the same shall be secured by a lien on, and
shall be paid out of, any and all distributions, dividends, moneys, Notes and
other



                                       32
<PAGE>   39

property which the holders of the Notes may be entitled to receive in such
proceedings, whether in liquidation or under any plan or reorganization or
arrangements or otherwise.

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

         SECTION 6.05. Trustee May Enforce Claims Without Possession of Notes.
All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Notes in
respect of which such judgment has been recovered.

         SECTION 6.06. Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal (and premium, if any) or any interest, upon
presentation of the Notes, as the case may be, and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
7.06;

         SECOND: To the payment of the amounts the due and unpaid upon the Notes
for principal of (and premium, if any) and any interest on the Notes, 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 Notes, for principal (and premium, if any) and interest,
respectively; and

         THIRD: To the Company or its successors or assigns, or to whomsoever
may be lawfully entitled to receive the same.

         SECTION 6.07. Limitation on Suits. No holder of any Note of any series
shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

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

                  (2) the holders of not less than 25% in principal amount of
         the Outstanding Notes 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;



                                       33
<PAGE>   40

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

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

it being understood and intended that no one or more such holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such holders of Notes 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 of Notes.

         SECTION 6.08. Unconditional Right of Noteholders to Receive Principal,
Premium and Interest. Notwithstanding any other provision in this Indenture, the
holder of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Sections 3.02 and 4.01) any interest on such Note on the Maturity Date expressed
in such Note (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.

         SECTION 6.09. Restoration of Rights and Remedies. If the Trustee or any
holder of a Note has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for
any reason, or has been determined adversely to the Trustee or to such holder,
then and in every such case the Company, the Trustee and the holders of Notes
shall, subject to any determination in such proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Trustee and the holders shall continue as though no such
proceeding has been instituted.

         SECTION 6.10. Rights and Remedies Cumulative. Except as provided in
Section 2.08, no right or remedy herein conferred upon or reserved to the
Trustee or to the holders of Notes 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 6.11. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any holder of any Note to exercise any right or remedy accruing
upon any Default shall impair any such right or remedy or constitute a waiver of
any such Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the holders of Notes may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the holders of Notes, as the case may be.

         SECTION 6.12. Control by Noteholders. The holders of a majority in
principal amount of Outstanding Notes of each series shall have the right to
direct the time, method and



                                       34
<PAGE>   41

place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to such
series, provided that

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

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

                  (3) the Trustee need not take any action which it in good
         faith determines might involve it in personal liability or be unjustly
         prejudicial to the noteholders not consenting.

         Upon receipt by the Trustee of any such direction with respect to Notes
of a series all or part of which is represented by a Note, the Trustee shall
establish a record date for determining holders of Outstanding Notes of such
series entitled to join in such direction, which record date shall be at the
close of business on the day the Trustee receives such direction. The holders on
such record date, or their duly designated proxies, and only such persons, shall
be entitled to join in such direction, whether or not such holders remain
holders after such record date, provided that, unless such majority in principal
amount shall have been obtained prior to the day which is 90 days after such
record date, such direction shall automatically and without further action by
any holder be cancelled and of no further effect. Nothing in this paragraph
shall prevent a holder, or a proxy of a holder, from giving, after expiration of
such 90-day period, a new direction identical to a direction which has been
cancelled pursuant to the proviso to the preceding sentence, in which event a
new record date shall be established pursuant to the provisions of this Section
6.12.

         SECTION 6.13. Waiver of Past Defaults. The holders of a majority in
principal amount of the Outstanding Notes of each series may, on behalf of the
holders of all the Notes, waive any past default hereunder and its consequences,
except a default

                  (1) in the payment of the principal of, premium, if any, or
         any interest on any Note; or

                  (2) in respect of a covenant or provision hereof that pursuant
         to Article Ten cannot be modified or amended without the consent of the
         holder of each Outstanding Note affected.

         Upon any such waiver, such 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 impair any right consequent thereon.

         SECTION 6.14. Undertaking for Costs. All parties to this Indenture
agree, and each holder of any Note by his acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable



                                       35
<PAGE>   42

attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any holder, or group of holders, holding in
the aggregate more than ten percent in principal amount of the Outstanding
Notes, or to any suit instituted by any holder of any Notes for the enforcement
of the payment of the principal of, premium, if any, or any interest on any Note
on or after the respective stated maturities expressed in such Note (or, in the
case of redemption, on or after the redemption date, except, in the case of a
partial redemption, with respect to the portion not so redeemed).

         SECTION 6.15. Waiver of Stay or Extension Laws. The Company covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay or extension laws wherever enacted, now or at any time
hereafter in force, which may affect the covenants or the performance of this
Indenture; and the Company (to the extent that it may lawfully do so) hereby
expressly waives all benefits or advantage of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

                                 ARTICLE SEVEN.
                             CONCERNING THE TRUSTEE.

                  SECTION 7.01. Duties And Responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of a Default or an
         Event of Default with respect to a particular series of Notes and after
         the curing of all Defaults or Events or Default with respect to such
         series which may have occurred, undertakes to perform such duties and
         only such duties with respect to such series as are specifically set
         forth in this Indenture and no implied covenants or obligations shall
         be read into this Indenture against the Trustee and in the absence of
         bad faith on the part of the Trustee, the Trustee may conclusively
         rely, as to the truth of the statements and the correctness of the
         opinions expressed therein, upon any certificates or opinions furnished
         to the Trustee and conforming to the requirements of this Indenture;
         but in the case of any such certificates or opinions which by any
         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) In case a Default or an Event of Default with respect to a
         particular series of Notes has occurred (which has not been cured), the
         Trustee shall exercise with respect to such series such of the rights
         and powers vested in it by this Indenture, and use the same degree of
         care and skill in their exercise, as a prudent man would exercise or
         use under the circumstances in the conduct of his own affairs.

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

                           (i) this Section 7.01 (c) shall not be construed to
                  limit the effect of Section 7.01 (a);



                                       36
<PAGE>   43

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

                           (iii) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the holders of Notes
                  Outstanding pursuant to Section 6.12 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.

                  (d) No provision of this Indenture shall be construed as
         requiring the Trustee to expend or risk its own funds or otherwise to
         incur any personal financial liability in the performance of any of its
         duties hereunder, or in the exercise of any of its rights or powers, if
         it shall have reasonable grounds for believing that repayment of such
         funds or adequate indemnity against such risk or liability is not
         reasonably assured to it.

         SECTION 7.02. Reliance on Documents, Opinions, Etc. Subject to the
provisions of Section 7.01:

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

                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by a Company Order;
         and any Board Resolution may be evidenced to the Trustee by a copy
         thereof certified by the Secretary or an Assistant Secretary of the
         Company; and 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;

                  (c) the Trustee may consult with counsel of its selection and
         the written advice of 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
         accordance with such written advice or Opinion of Counsel;

                  (d) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request,
         order or direction of any of the noteholders, pursuant to the
         provisions of this Indenture, unless such noteholders shall have
         offered to the Trustee security or indemnity satisfactory to it against
         the costs, expenses and liabilities which might be incurred therein or
         thereby;

                  (e) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note or other paper or document, but


                                       37
<PAGE>   44

         the Trustee, in its discretion, may make such further inquiry or
         investigation into such facts or matters as it may see fit, and, if the
         Trustee shall determine to make such further inquiry or investigation,
         it shall be entitled to examine the books, records and premises of the
         Company pertaining to the Notes, personally or by agent or attorney;

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

                  (g) the Trustee shall not be liable for any action taken,
         suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Indenture.

         SECTION 7.03. No Responsibility for Recitals, Etc. The recitals
contained herein and in the Notes other than the Trustee's certificate of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes provided that the Trustee shall not be relieved of its duty to
authenticate Notes only as authorized by this Indenture. The Trustee shall not
be accountable for the use or application by the Company of Notes or the
proceeds thereof.

         SECTION 7.04. Ownership of Notes. The Trustee, or any agent of the
Company or of the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Notes with the same rights, subject to Section 7.08 and
Section 7.13, it would have if it were not Trustee or an agent of the Company or
of the Trustee.

         SECTION 7.05. Moneys To Be Held in Trust. Subject to the provisions of
Section 12.04 hereof, all moneys received by the Trustee or any Paying Agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. Neither the Trustee nor any Paying
Agent shall be under any liability for interest on any moneys received by it
hereunder except such as it may agree with the Company to pay thereon.

         SECTION 7.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation, and, except as otherwise
expressly provided, the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all other persons not regularly in its employ) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
If any property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. The Company also covenants to indemnify the
Trustee, its officers, directors and employees for, and to hold them harmless
against, any loss, liability or reasonable expense incurred without negligence
or



                                       38
<PAGE>   45

bad faith on the part of the Trustee or such officer, director and employee
arising out of or in connection with the acceptance or administration of this
trust or the performance of their duties hereunder, including the reasonable
costs and expenses of defending themselves against any claim of liability in the
premises. The obligations of the Company under this Section to compensate the
Trustee and to pay or reimburse the Trustee for reasonable expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Notes upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular Notes.

         When the Trustee incurs expenses or renders services after an Event of
Default, the expenses and the compensation for the services are intended to
constitute expenses of administration under any bankruptcy law.

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

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

         SECTION 7.08. Conflicting Interest of Trustee.

                  (a) If the Trustee has or shall acquire any conflicting
         interest, as defined in this Section, it shall, within 90 days after
         ascertaining that it has such conflicting interest, and if an Event of
         Default as defined in subsection (c) of this Section to which such
         conflicting interest relates has not been cured or duly waived or
         otherwise eliminated before the end of such 90-day period, either
         eliminate such conflicting interest or resign in the manner and with
         the effect specified in Section 7.10.

                  (b) (1) In the event that the Trustee shall fail to comply
                  with the provisions of subsection (a) of this Section, the
                  Trustee shall, within 10 days after the expiration of such
                  90-day period, transmit notice of such failure in the manner
                  and to the extent set forth in Section 5.04(c), to all
                  noteholders of the series affected by the conflicting
                  interest.

                           (2) Subject to the provisions of Section 6.14, unless
                  the Trustee's duty to resign is stayed as provided below in
                  this Section, any noteholder who has been a bona fide holder
                  of Notes of any series affected by the conflicting interest
                  for at least six months may, on behalf of himself and all
                  others similarly situated, petition any court of competent
                  jurisdiction for the removal of such Trustee, and the
                  appointment of a successor, if such Trustee fails, after
                  written request thereof by such holder to comply with the
                  provisions of subsection (a) of this Section.



                                       39
<PAGE>   46

                  (c) For the purposes of this Section the Trustee shall be
         deemed to have a conflicting interest with respect to Notes of a
         particular series if a default (under the terms of this Indenture, but
         exclusive of any period of grace or requirement of notice) has occurred
         with respect to such Notes, and:

                           (1) the Trustee is trustee under this Indenture with
                  respect to the Outstanding Notes of any other series or is
                  trustee under another indenture under which any other
                  securities, or certificates of interest or participation in
                  any other securities, of the Company are outstanding, unless
                  such other indenture is a collateral trust indenture under
                  which the only collateral consists of Notes issued under this
                  Indenture; provided, however, that there shall be excluded
                  from the operation of this paragraph, (A) this Indenture with
                  respect to Notes of any other series, and (B) any other
                  indenture or indentures under which other securities, or
                  certificates of interest or participation in other securities,
                  of the Company are outstanding if:

                                    (i) this Indenture is, and, if applicable,
                           such other indenture or indentures are, wholly
                           unsecured and rank equally, and such other indenture
                           or indentures are hereafter qualified under the Trust
                           Indenture Act, as in effect at the time of such
                           qualification, unless the Commission shall have found
                           and declared by order pursuant to subsection (b) of
                           Section 305 or subsection (c) of Section 307 of the
                           Trust Indenture Act that differences exist between
                           the provisions of this Indenture with respect to such
                           particular series and (A) one or more other series in
                           this Indenture or (B) the provisions of such other
                           indenture or indentures which are so likely to
                           involve a material conflict of interest as to make it
                           necessary in the public interest or for the
                           protection of investors to disqualify the Trustee
                           from acting as such under this Indenture with respect
                           to such particular series and such other series or
                           such other indenture or indentures, or

                                    (ii) the Company shall have sustained the
                           burden of proving, on application to the Commission
                           and after opportunity for hearing thereon, that
                           trusteeship under this Indenture with respect to such
                           particular series and such other series or under this
                           Indenture and such other indenture or indentures is
                           not so likely to involve a material conflict of
                           interest as to make it necessary in the public
                           interest or for the protection of investors to
                           disqualify the Trustee from acting as such under this
                           Indenture with respect to such particular series and
                           such other series or under this Indenture and such
                           other indenture or indentures;

                           (2) the Trustee or any of its directors or executive
                  officers is an underwriter for the Company;

                           (3) the Trustee directly or indirectly controls or is
                  directly or indirectly controlled by or is under direct or
                  indirect common control with an underwriter for the Company;



                                       40
<PAGE>   47

                           (4) the Trustee or any of its directors or executive
                  officers is a director, officer, partner, employee, appointee,
                  or representative of the Company, or of an underwriter (other
                  than the Trustee itself) for the Company who is currently
                  engaged in the business of underwriting, except that (A) one
                  individual may be a director or an executive officer or both
                  of the Trustee and a director or an executive officer or both
                  of the Company, but may not be at the same time an executive
                  officer of both the Trustee and the Company; (B) if and so
                  long as the number of directors of the Trustee in office is
                  more than nine, one additional individual may be a director or
                  an executive officer or both of the Trustee and a director of
                  the Company; and (C) the Trustee may be designated by the
                  Company or by any underwriter for the Company to act in the
                  capacity of transfer agent, registrar, custodian, paying
                  agent, fiscal agent, escrow agent, or depositary, or in any
                  other similar capacity, or, subject to the provisions of
                  paragraph (1) of this subsection (c), to act as trustee,
                  whether under an indenture or otherwise;

                           (5) 10% or more of the voting securities of the
                  Trustee is beneficially owned either by the Company or by any
                  director, partner, or executive officer thereof, or 20% or
                  more of such voting securities is beneficially owned,
                  collectively, by any two or more of such persons, or ten
                  percent or more of the voting securities of the Trustee is
                  beneficially owned either by an underwriter for the Company or
                  by any director, partner, or executive officer thereof, or is
                  beneficially owned, collectively, by any two or more such
                  persons;

                           (6) the Trustee is the beneficial owner of, or holds
                  as collateral security for an obligation which is in default
                  as hereinafter described in this subsection, (A) 5% or more of
                  the voting securities, or 10% or more of any other class of
                  security, of the Company, not including the Notes issued under
                  this Indenture and securities issued under any other indenture
                  under which the Trustee is also trustee, or (B) 10% or more of
                  any class of security of an underwriter for the Company;

                           (7) the Trustee is the beneficial owner of, or holds
                  as collateral security for an obligation which is in default
                  as hereinafter described in this subsection, 5% or more of the
                  voting securities of any person who, to the knowledge of the
                  Trustee, owns 10% or more of the voting securities of, or
                  controls directly or indirectly or is under direct or indirect
                  common control with, the Company;

                           (8) the Trustee is the beneficial owner of, or holds
                  as collateral security for an obligation which is in default
                  as hereinafter described in this subsection, 10% or more of
                  any class of security of any person who, to the knowledge of
                  the Trustee, owns 50% or more of the voting securities of the
                  Company; or

                           (9) the Trustee owns on the date of default of the
                  Notes as defined in subsection (c) of this Section or any
                  anniversary of such default while such default remains
                  outstanding, in the capacity of executor, administrator,
                  testamentary or inter vivos trustee, guardian, committee or
                  conservator, or in any



                                       41
<PAGE>   48

                  other similar capacity, an aggregate of 25% or more of the
                  voting securities, or of any class of security, of any person,
                  the beneficial ownership of a specified percentage of which
                  would have constituted a conflicting interest under paragraph
                  (6), (7) or (8) of this subsection (c). As to any such
                  securities of which the Trustee acquired ownership through
                  becoming executor, administrator, or testamentary trustee of
                  an estate which included them, the provisions of the preceding
                  sentence shall not apply, for a period of not more than two
                  years from the date of such acquisition, to the extent that
                  such securities included in such estate do not exceed 25% of
                  such voting securities or 25% of any such class of security.
                  Promptly after the dates of any such default and annually in
                  each succeeding year that the Notes of any series hereunder
                  remain in default, the Trustee shall make a check of its
                  holdings of such securities in any of the above-mentioned
                  capacities as of such dates. If the Company fails to make
                  payment in full of principal of or interest on any of the
                  Notes when and as the same become due and payable, and such
                  failure continues for thirty days thereafter, the Trustee
                  shall make a prompt check of its holdings of such securities
                  in any of the above-mentioned capacities as of the date of the
                  expiration of such thirty day period, and after such date,
                  notwithstanding the foregoing provisions of this paragraph
                  (9), all such securities so held by the Trustee, with sole or
                  joint control over such securities vested in it, shall, but
                  only so long as such failure shall continue, be considered as
                  though beneficially owned by the Trustee for the purposes of
                  paragraphs (6), (7) and (8) of this subsection (c); or

                           (10) except under the circumstances described in
                  subsections (1), (3), (4), (5) or (6) of Section 7.13(b), the
                  Trustee shall be or shall become a creditor of the Company.

                  The specification of percentages in paragraphs (5) to (9),
          inclusive, of this subsection (c) shall not be construed as indicating
          that the ownership of such percentages of the securities of a person
          is or is not necessary or sufficient to constitute direct or indirect
          control for the purposes of paragraph (3) or (7) or this subsection
          (c).

                  For the purposes of paragraphs (6), (7), (8) and (9) of this
          subsection (c) only, (A) the terms "security" and "securities" shall
          include only such securities as are generally known as corporate
          securities, but shall not include any note or other evidence of
          indebtedness issued to evidence an obligation to repay moneys lent to
          a person by one or more banks, trust companies or banking firms, or
          any certificate of interest or participation in any such note or
          evidence of indebtedness; (B) an obligation shall be deemed to be in
          default when a default in payment of principal shall have continued
          for thirty days or more and shall not have been cured; and (C) the
          Trustee shall not be deemed to be the owner or holder of (i) any
          security which it holds as collateral security (as trustee or
          otherwise) for any obligation which is not in default as defined in
          clause (B) above, or (ii) any security which it holds as collateral
          security under this Indenture, irrespective of any default hereunder,
          or (iii) any security which it holds as agent for collection, or as
          custodian, escrow agent, or depositary, or in any similar
          representative capacity.



                                       42
<PAGE>   49

                  (d) For the purposes of this Section:

                           (1) The term "underwriter" when used with reference
                  to the Company shall mean every person who, within one year
                  prior to the time as of which the determination is made, has
                  purchased from the Company with a view to, or has offered or
                  has sold for the Company in connection with, the distribution
                  of any security of the Company outstanding at such time, or
                  has participated or has had a direct or indirect participation
                  in any such undertaking, or has participated or has had a
                  participation in the direct or indirect underwriting of any
                  such undertaking, but such term shall not include a person
                  whose interest was limited to a commission from an underwriter
                  or dealer not in excess of the usual and customary
                  distributors' or sellers' commission.

                           (2) The term "director" shall mean any director of a
                  corporation or any individual performing similar functions
                  with respect to any organization whether incorporated or
                  unincorporated.

                           (3) The term "person" shall mean an individual, a
                  corporation, a partnership, an association, a joint-stock
                  company, a trust, an unincorporated organization, or a
                  government or political subdivision thereof. As used in this
                  paragraph, the term "trust" shall include only a trust where
                  the interest or interests of the beneficiary or beneficiaries
                  are evidenced by a security.

                           (4) The term "voting security" shall mean any
                  security presently entitling the owner or holder thereof to
                  vote in the direction or management of the affairs of a
                  person, or any security issued under or pursuant to any trust,
                  agreement or arrangement whereby a trustee or trustees or
                  agent or agents for the owner or holder of such security
                  currently are entitled to vote in the direction or management
                  of the affairs of a person.

                           (5) The term "Company" shall mean any obligor upon
                  the Notes.

                           (6) The term "executive officer" shall mean the
                  president, every vice president, every trust officer, the
                  cashier, the secretary, and the treasurer of a corporation,
                  and any individual customarily performing similar functions
                  with respect to any organization whether incorporated or
                  unincorporated but shall not include the chairman of the board
                  of directors.

                           (7) The percentages of voting securities and other
                  securities specified in this Section shall be calculated in
                  accordance with the following provisions:

                                    (i) A specified percentage of the voting
                           securities of the Trustee, the Company or any other
                           person referred to in this Section (each of whom is
                           referred to as a "person" in this paragraph) means
                           such amount of the outstanding voting securities of
                           such person as entitles the holder or holders thereof
                           to cast such specified percentage of the aggregate
                           votes which the holders of all the outstanding voting
                           securities of such person are entitled to cast in the
                           direction or management of the affairs of such
                           person.



                                       43
<PAGE>   50

                                    (ii) A specified percentage of a class of
                           securities of a person means such percentage of the
                           aggregate amount of securities of the class
                           outstanding.

                                    (iii) The term "amount", when used in regard
                           to securities, means the principal amount if relating
                           to evidences of indebtedness, the number of shares if
                           relating to capital shares, and the number of units
                           if relating to any other kind of security.

                                    (iv) The term "outstanding" means issued and
                           not held by or for the account of the issuer. The
                           following securities shall not be deemed outstanding
                           within the meaning of this definition:

                                             (A) securities of an issuer held in
                                    a sinking fund relating to securities of the
                                    issuer of the same class;

                                            (B) securities of an issuer held in
                                    a sinking fund relating to another class of
                                    securities of the issuer, if the obligation
                                    evidenced by such other class of securities
                                    is not in default as to principal or
                                    interest or otherwise;

                                             (C) securities pledged by the
                                    issuer thereof as security for an obligation
                                    of the issuer not in default as to principal
                                    or interest or otherwise; and

                                             (D) securities held in escrow if
                                    placed in escrow by the issuer thereof;

                           provided, however, that any voting securities of an
                           issuer shall be deemed outstanding if any person
                           other than the issuer is entitled to exercise the
                           voting rights thereof.

                                    (v) A security shall be deemed to be of the
                           same class as another security if both securities
                           confer upon the holder or holders thereof
                           substantially the same rights and privileges,
                           provided, however, that in the case of secured
                           evidences of indebtedness, all of which are issued
                           under a single indenture, differences in the interest
                           rates or maturity dates of various series thereof
                           shall not be deemed sufficient to constitute such
                           series different classes and provided, further, that,
                           in the case of unsecured evidences of indebtedness,
                           differences in the interest rates or maturity dates
                           thereof shall not be deemed sufficient to constitute
                           them securities of different classes, whether or not
                           they are issued under a single indenture.

                  (e) Except in the case of a default in the payment of the
         principal of or interest on any Notes of any series, or in the payment
         of any sinking or purchase fund installment, the Trustee shall not be
         required to resign as provided by subsection (c) of this Section if the
         Trustee shall have sustained the burden of proving, on application to
         the Commission and after opportunity for hearing thereon, that (i) such
         default may be cured or waived during a reasonable period and under the
         procedures described in such application, and



                                       44
<PAGE>   51

         (ii) a stay of the Trustee's duty to resign will not be inconsistent
         with the interests of the holders of the Notes of any series issued
         hereunder. The filing of such an application shall automatically stay
         the performance of the duty to resign until such Commission orders
         otherwise. Any resignation of the Trustee shall become effective only
         upon the appointment of a successor trustee and such successor's
         acceptance of such appointment as provided in Section 7.11.

                  (f) If Section 310(b) of the Trust Indenture Act is amended at
         any time after the date of this Indenture to change the circumstances
         under which a Trustee shall be deemed to have a conflicting interest
         with respect to the Notes of any series or to change any of the
         definitions in connection therewith, this Section 7.08 shall be
         automatically amended to incorporate such changes, unless such changes
         would cause any Trustee then acting as Trustee hereunder with respect
         to any Outstanding Notes to be deemed to have a conflicting interest,
         in which case such changes shall be incorporated herein only to the
         extent that such changes (i) would not cause the Trustee to be deemed
         to have a conflicting interest, or (ii) are required by law.

         SECTION 7.09. Eligibility of Trustee. There shall at all times be a
Trustee hereunder which shall be a corporation organized and doing business
under the laws of the United States or of any State or Territory thereof or of
the District of Columbia, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal, State, Territorial or District of Columbia authority and (c) shall have
at all times a combined capital and surplus of not less than five million
dollars. If such corporation publishes reports of condition at least annually,
pursuant to law, or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation at any time shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION 7.10. Resignation or Removal of Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with respect
to one or more or all series of Notes by giving written notice of resignation to
the Company. Upon receiving such notice of resignation the Company shall
promptly appoint a successor trustee with respect to the applicable series of
Notes by written instrument, in duplicate, executed by order of the Board of
Directors of the Company, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty days
after the receipt of such notice of resignation by the Company, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee, or any holder of Notes who has been a bona fide holder of a
Note or Notes of the applicable series for at least six months may subject to
the provisions of Section 6.04, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.



                                       45
<PAGE>   52

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

                           (1) the Trustee shall fail to comply with the
                  provisions of Section 7.08 with respect to any series of Notes
                  after written request therefor by the Company or by any
                  noteholder who has been a bona fide holder of a Note or Notes
                  of such series for at least six months, or

                           (2) the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 7.09 with respect to
                  any series of Notes and shall fail to resign after written
                  request therefor by the Company or by any such noteholder, or

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

         then, in any such case, the Company may remove the Trustee with respect
         to the applicable series of Notes and appoint a successor trustee with
         respect to such series by written instrument, in duplicate, executed by
         order of the Board of Directors of the Company, one copy of which
         instrument shall be delivered to the Trustee so removed and one copy to
         the successor trustee, or, subject to the provisions of Section 6.04,
         any noteholder of such series who has been a bona fide holder of a Note
         or Notes of the applicable series for at least six months may, on
         behalf of himself and all others similarly situated, petition any court
         of competent jurisdiction for the removal of the Trustee and the
         appointment of a successor trustee with respect to such series. Such
         court may thereupon, after such notice, if any, as it may deem proper
         and prescribe, remove the Trustee and appoint a successor trustee.

                  (c) The holders of a majority in aggregate principal amount of
         the Notes of all series (voting as one class) at the time outstanding
         may at any time remove the Trustee with respect to Notes of all series
         and appoint a successor trustee with respect to the Notes of all
         series.

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

                  (e) The Trustee shall be paid all amounts owed to it upon its
         removal or resignation.

         SECTION 7.11. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless,



                                       46
<PAGE>   53

on the written request of the Company or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amounts then due it pursuant to the
provisions of Section 7.06, execute and deliver an instrument transferring to
such successor trustee all the rights and powers of the trustee so ceasing to
act. Upon request of any such successor trustee, the Company shall execute any
and all instruments in writing in order more fully and certainly to vest in and
confirm to such successor trustee all such rights and powers. Any trustee
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such trustee to secure any amounts then due it pursuant to
the provisions of Section 7.06.

         In case of the appointment hereunder of a successor trustee with
respect to the Notes of one or more (but not all) series, the Company, the
predecessor Trustee and each successor trustee with respect to the Notes of any
applicable series shall execute and deliver a Supplemental Indenture which shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the predecessor Trustee with
respect to the Notes of any series as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and 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. The Trustee shall not be liable for the acts or omissions of any
successor trustee.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall give notice of the succession of such trustee
hereunder to all holders of Notes of any applicable series in the manner
provided in Section 1.02. If the Company fails to give such notice in the
prescribed manner within 10 days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be so given
at the expense of the Company.

         SECTION 7.12. Successor By Merger, Etc. 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 the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be qualified under the provisions of Section
7.08 and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Notes 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 Notes so authenticated with the
same effect as if such successor trustee had itself authenticated the Notes.



                                       47
<PAGE>   54

         SECTION 7.13. Limitations on Rights of Trustee as Creditor.

                  (a) Subject to the provisions of subsection (b) of this
         Section, if the Trustee shall be or shall become a creditor, directly
         or indirectly, secured or unsecured, of the Company or of any other
         obligor on the Notes within three months prior to a default, as defined
         in subsection (c) of this Section, or subsequent to such a default,
         then, unless and until such default shall be cured, the Trustee shall
         set apart and hold in a special account for the benefit of the Trustee
         individually, the holders of the Notes:

                           (1) an amount equal to any and all reductions in the
                  amount due and owing upon any claim as such creditor in
                  respect of principal or interest, effected after the beginning
                  of such three months' period and valid as against the Company
                  and its other creditors, except any such reduction resulting
                  from the receipt or disposition of any property described in
                  paragraph (2) of this subsection or from the exercise of any
                  right of set-off which the Trustee could have exercised if a
                  petition in bankruptcy had been filed by or against the
                  Company upon the date of such default; and

                           (2) all property received by the Trustee in respect
                  of any claim as such creditor, either as security therefor, or
                  in satisfaction or composition thereof, or otherwise, after
                  the beginning of such three months' period, or an amount equal
                  to the proceeds of any such property, if disposed of, subject,
                  however, to the rights, if any, of the Company and its other
                  creditors in such property or such proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

                           (3) to retain for its own account (i) payments made
                  on account of any such claim by any person (other than the
                  Company) who is liable thereon, and (ii) the proceeds of the
                  bona fide sale of any such claim by the Trustee to a third
                  person, and (iii) distributions made in cash, securities, or
                  other property in respect of claims filed against the Company
                  in bankruptcy or receivership or in proceedings for
                  reorganization pursuant to Title 11 of the United States Code
                  or applicable State law;

                           (4) to realize, for its own account, upon any
                  property held by it as security for any such claim, if such
                  property was so held prior to the beginning of such three
                  months' period;

                           (5) to realize, for its own account, but only to the
                  extent of the claim hereinafter mentioned, upon any property
                  held by it as security for any such claim, if such claim was
                  created after the beginning of such three months' period and
                  such property was received as security therefor simultaneously
                  with the creation thereof, and if the Trustee shall sustain
                  the burden of proving that at the time such property was so
                  received the Trustee had no reasonable cause to believe that a
                  default as defined in subsection (c) of this Section would
                  occur within three months; or

                           (6) to receive payment on any claims referred to in
                  paragraph (4) or (5), against the release of any property held
                  as security for such claim as provided



                                       48
<PAGE>   55

                  in such paragraph (4) or (5), as the case may be, to the
                  extent of the fair value of such property.

                  For the purposes of paragraphs (4), (5) and (6) above,
         property substituted after the beginning of such three months' period
         for property held as security at the time of such substitution shall,
         to the extent of the fair value of the property released, have the same
         status as the property released, and, to the extent that any claim
         referred to in any of such paragraphs is created in renewal of or in
         substitution for or for the purpose of repaying or refunding any
         pre-existing claim of the Trustee as such creditor, such claim shall
         have the same status as such preexisting claim.

                  If the Trustee shall be required to account, the funds and
         property held in such special account and the proceeds thereof shall be
         apportioned between the Trustee, the noteholders and the holders of
         other indenture securities in such manner that the Trustee, the
         noteholders and the holders of other indenture securities realize, as a
         result of payments from such special account and payments of dividends
         on claims filed against the Company in bankruptcy or receivership or in
         proceedings for reorganization pursuant to Title 11 of the United
         States Code or applicable State law, the same percentage of their
         respective claims, figured before crediting to the claim of the Trustee
         anything on account of the receipt by it from the Company of the funds
         and property in such special account and before crediting to the
         respective claims of the Trustee, the noteholders and the holders of
         other indenture securities, dividends on claims filed against the
         Company in bankruptcy or receivership or in proceedings for
         reorganization pursuant to Title 11 of the United States Code or
         applicable State law, but after crediting thereon receipts on account
         of the indebtedness represented by their respective claims from all
         sources other than from such dividends and from the funds and property
         so held in such special account. As used in this paragraph, with
         respect to any claim, the term "dividends" shall include any
         distribution with respect to such claim, in bankruptcy or receivership
         or in proceedings for reorganization pursuant to Title 11 of the United
         States Code or applicable State law, whether such distribution is made
         in cash, securities, or other property, but shall not include any such
         distribution with respect to the secured portion, if any, of such
         claim. The court in which such bankruptcy, receivership, or proceeding
         for reorganization is pending shall have jurisdiction (i) to apportion
         between the Trustee, the noteholders and the holders of other indenture
         securities, in accordance with the provisions of this paragraph, the
         funds and property held in such special account and the proceeds
         thereof, or (ii) in lieu of such apportionment, in whole or in part, to
         give to the provisions of this paragraph due consideration in
         determining the fairness of the distributions to be made to the
         Trustee, the noteholders and the holders of other indenture securities
         with respect to their respective claims, in which event it shall not be
         necessary to liquidate or to appraise the value of any securities or
         other property held in such special account or as security for any such
         claim, or to make a specific allocation of such distributions as
         between the secured and unsecured portions of such claims or otherwise
         to apply the provisions of this paragraph as a mathematical formula.

                  Any Trustee who has resigned or been removed after the
         beginning of such three months' period shall be subject to the
         provisions of this subsection (a) as though such resignation or removal
         had not occurred. If any Trustee has resigned or been removed



                                       49
<PAGE>   56

         prior to the beginning of such three months' period it shall be subject
         to the provisions of this subsection (a) if and only if the following
         conditions exist:

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

                           (ii) such receipt of property or reduction of claim
                  occurred within three months after such resignation or
                  removal.

                  (b) There shall be excluded from the operation of subsection
         (a) of this Section a creditor relationship arising from:

                           (1) the ownership or acquisition of securities issued
                  under any indenture, or any security or securities having a
                  maturity of one year or more at the time of acquisition by the
                  Trustee;

                           (2) advances authorized by a receivership or
                  bankruptcy court of competent jurisdiction, or by this
                  Indenture, for the purpose of preserving any property which
                  shall at any time be subject to the lien of this Indenture or
                  of discharging tax liens or other prior liens or encumbrances
                  thereon, if notice of such advance and of the circumstances
                  surrounding the making thereof is given to the noteholders at
                  the time and in the manner provided in this Indenture;

                           (3) disbursements made in the ordinary course of
                  business in the capacity of trustee under an indenture,
                  transfer agent, registrar, custodian, paying agent, fiscal
                  agent or depositary, or other similar capacity;

                           (4) an indebtedness created as a result of services
                  rendered or premises rented; or an indebtedness created as a
                  result of goods or securities sold in a cash transaction as
                  defined in subsection (c) of this Section;

                           (5) the ownership of stock or of other securities of
                  a corporation organized under the provisions of Section 25(a)
                  of the Federal Reserve Act, as amended, which is directly or
                  indirectly a creditor of the Company; or

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

                  (c) As used in this Section:

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

                           (2) The term "other indenture securities" shall mean
                  securities upon which the Company is an obligor (as defined in
                  the Trust Indenture Act) outstanding under any other
                  indenture, (A) under which the Trustee is also trustee, (B)
                  which contains provisions substantially similar to the
                  provisions of subsection



                                       50
<PAGE>   57

                  (a) of this Section, and (C) under which a default exists at
                  the time of the apportionment of the funds and property held
                  in the special account referred to in such subsection (a).

                           (3) The term "cash transaction" shall mean any
                  transaction in which full payment for goods or securities sold
                  is made within seven days after delivery of the goods or
                  securities in currency or in checks or other orders drawn upon
                  banks or bankers and payable upon demand.

                           (4) The term "self-liquidating paper" shall mean any
                  draft, bill of exchange, acceptance or obligation which is
                  made, drawn, negotiated or incurred by the Company for the
                  purposes of financing the purchase, processing, manufacture,
                  shipment, storage or sale of goods, wares or merchandise and
                  which is secured by documents evidencing title to, possession
                  of, or a lien upon, the goods, wares or merchandise or the
                  receivables or proceeds arising from the sale of the goods,
                  wares or merchandise previously constituting the security,
                  provided the security is received by the Trustee
                  simultaneously with the creation of the creditor relationship
                  with the Company arising from the making, drawing, negotiating
                  or incurring of the draft, bill of exchange, acceptance or
                  obligation.

                           (5) The term "Company" shall mean any obligor upon
                  the Notes.

         SECTION 7.14. Notice of Default. Within 90 days after the occurrence of
any default hereunder with respect to Notes of any series, the Trustee shall
transmit to all noteholders of such series, in the manner and to the extent
provided in Section 1.02, notice of such default hereunder known to the Trustee,
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 any interest of any Notes of such series, or on the payment of any
sinking or purchase fund installment, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the noteholders of such series; and provided, further, that in the
case of any default of the character specified in Section 6.01(c) no such notice
to noteholders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, a Default or an
Event of Default with respect to Notes of such series.

                                 ARTICLE EIGHT.
                           CONCERNING THE NOTEHOLDERS.

         SECTION 8.01. Action by Noteholders. Whenever in this Indenture it is
provided that the holders of a specified percentage in aggregate principal
amount of the Notes of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action), the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by noteholders in person or by agent or proxy appointed in writing, or
(b) by the record of the holders of Notes voting in favor thereof at any meeting
of noteholders duly called and held in accordance with the



                                       51
<PAGE>   58

provisions of Article Nine, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of noteholders.

         In determining whether the holders of a specified percentage in
aggregate principal amount of the Notes have taken any action (including the
making of any demand or request, the waiving of any notice, consent or waiver or
the taking of any other action), the principal amount of a Note denominated in a
foreign currency or currency unit shall be the U.S. Dollar equivalent,
determined as of the date of original issuance of such Note, of the principal
amount of such Note.

         SECTION 8.02. Proof of Execution By Noteholders. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, proof of the execution of any
instrument by a noteholder or its agent or proxy shall be sufficient if made in
accordance with this Section 8.02. The fact and date of the execution by any
such person of any instrument may be proved by the certificate of any notary
public, or other officer of any jurisdiction authorized to take acknowledgments
of deeds or administer oaths, that the person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer or by a
certificate of any officer of any trust company, bank, banker or recognized
securities dealer, satisfactory to the Trustee, who witnessed such execution. If
such execution is by an officer of a corporation, association or trust, a
trustee of a trust or a member of a partnership on behalf of such corporation,
association, trust or partnership, such certificate or affidavit shall also
constitute sufficient proof of his authority.

         The ownership of the Notes shall be proved by the Note Register or by a
certificate of the Note Registrar.

         The record of any noteholders' meeting shall be proved in the manner
provided in Section 9.06.

         SECTION 8.03. Who Are Deemed Absolute Owners. The Company, the Trustee
and any agent of the Company or of the Trustee may deem the holder of any Note
to be, and may treat him as, the absolute owner of such Note (whether or not
such Note shall be overdue and notwithstanding any notation of ownership or
other writing thereon), for the purpose of receiving payment of or on account of
the principal of and interest on such Note and for all other purposes; and
neither the Company nor the Trustee nor any agent of the Company or of the
Trustee shall be affected by any notice to the contrary. All such payments so
made to any holder for the time being, or upon his order, shall be valid and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Note.

         SECTION 8.04. Company-Owned Notes Disregarded. In determining whether
the holders of the required aggregate principal amount of Notes have concurred
in any direction, consent or waiver under this Indenture, Notes which are owned
by the Company or any other obligor on the Notes, or by any person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Notes, shall be disregarded
and deemed not to be outstanding for the purpose of any such determination,
except that for the purpose of determining whether the Trustee shall be
protected in relying on any such direction, consent or waiver only Notes which a
responsible officer of the Trustee knows are so owned shall be so disregarded.
Notes so owned which have been pledged in good faith may be regarded as
outstanding for the purposes of this Section if the pledgee shall establish to
the



                                       52
<PAGE>   59

satisfaction of the Trustee the pledgee's right to vote such Notes and that the
pledgee is not a person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be full protection to the Trustee.

         SECTION 8.05. Revocation of Consents; Future Noteholders Bound. At any
time prior to the taking of any action by the holders of the percentage in
aggregate principal amount of the Notes specified in this Indenture in
connection with such action, any holder of a Note the identifying number of
which is shown by the evidence to be included in the Notes the holders of which
have consented to such action may, by filing written notice with the Trustee at
its office and upon proof of holding as provided in Section 8.02, revoke such
action so far as concerns such Note. Except as aforesaid any such action taken
by the holder of any Note shall be conclusive and binding upon such holder and
upon all future holders and owners of such Note and of any Note issued in
exchange or substitution therefor irrespective of whether or not any notation in
regard thereto is made upon such Note. Any action taken by the holders of the
percentage in aggregate principal amount of the Notes specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Notes of each series affected
thereby.

         SECTION 8.06. Record Date. The Company may, but shall not be obligated
to, set a record date for purposes of determining the identity of noteholders of
any series entitled to vote or consent to any action by vote or consent or to
otherwise take any action under this Indenture authorized or permitted under
this Indenture. Such record date shall be the later of the date twenty days
prior to the first solicitation of such consent or vote or other action or the
date of the most recent list of holders of such Notes delivered to the principal
corporate trust office of the Trustee pursuant to Section 5.01 prior to such
solicitation. If such a record date is fixed, those persons who were noteholders
at the close of business on such record date shall be entitled to vote or
consent or take such other action, or to revoke any such action, whether or not
such persons continue to be holders after such record date, and for that purpose
the outstanding Notes shall be computed as of such record date.

                                  ARTICLE NINE.
                             NOTEHOLDERS' MEETINGS.

         SECTION 9.01. Purposes of Meetings. A meeting of noteholders of any or
all series may be called at any time and from time to time pursuant to the
provisions of this Article for any of the following purposes:

                  (1) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to waive any default or Event of
         Default hereunder and its consequences, or to take any other action
         authorized to be taken by noteholders pursuant to any of the provisions
         of Article Six;

                  (2) to remove the Trustee and appoint a successor trustee
         pursuant to the provisions of Article Seven;

                  (3) to consent to the execution of an indenture or indentures
         supplemental hereto pursuant to the provisions of Section 10.02; or



                                       53
<PAGE>   60

                  (4) to take any other action authorized to be taken by or on
         behalf of the holders of any specified aggregate principal amount of
         the Notes of any or all series, as the case may be, under any other
         provision of this Indenture or under applicable law.

         SECTION 9.02. Call of Meetings By Trustee. The Trustee may at any time
call a meeting of noteholders of any or all series to take any action specified
in Section 9.01, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, [or in London, England,] as the Trustee shall
determine. Notice of every meeting of the noteholders of any or all series,
setting forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
Section 1.02, not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

         SECTION 9.03. Call of Meetings by Company or Noteholders. In case at
any time the Company, pursuant to a Board Resolution, or the holders of at least
10% in aggregate principal amount of the Notes of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to call a meeting of
noteholders of any or all series to take any action authorized in Section 9.01,
by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication
of the notice of such meeting within 30 days after receipt of such request, then
the Company or the holders of such Notes in the amount above specified may
determine the time and the place in said Borough of Manhattan, The City of New
York, for such meeting and may call such meeting for such purposes by giving
notice thereof as provided in Section 9.02.

         SECTION 9.04. Qualification For Voting. To be entitled to vote at any
meeting of noteholders a person shall be a holder of one or more Notes of a
series with respect to which a meeting is being held or a person appointed by an
instrument in writing as proxy by such a holder. The only persons who shall be
entitled to be present or to speak at any meeting of the noteholders shall be
the persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         SECTION 9.05. Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of noteholders, in regard to proof of the holding of
Notes and of the appointment of proxies, and in regard to the appointment and
duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by noteholders as provided in Section 9.03, in which case the Company
or the noteholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and a permanent secretary of
the meeting shall be elected by vote of the holders of a majority in principal
amount of the Notes represented at the meeting and entitled to vote.

         Subject to the provisions of Sections 8.01 and 8.04, at any meeting
each noteholder or proxy shall be entitled to one vote for each $1,000 (or the
U.S. Dollar equivalent thereof in connection with Notes issued in a foreign
currency or currency unit) Outstanding principal



                                       54
<PAGE>   61

amount of Notes held or represented by him, provided, however, that no vote
shall be cast or counted at any meeting in respect of any Note challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote except as a noteholder or
proxy. Any meeting of noteholders duly called pursuant to the provisions of
Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be
held as so adjourned without further notice.

         SECTION 9.06. Voting. The vote upon any resolution submitted to any
meeting of noteholders shall be by written ballot on which shall be subscribed
the signatures of the noteholders or proxies and on which shall be inscribed the
identifying number or numbers or to which shall be attached a list of
identifying numbers of the Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 9.02. The record shall be signed and verified by the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                  ARTICLE TEN.
                             SUPPLEMENTAL INDENTURES

         SECTION 10.01. Supplemental Indentures Without Consent of Noteholders.
The Company, and the Trustee may from time to time and at any time enter into an
indenture or Supplemental Indenture (which shall conform to the provisions of
the Trust Indenture Act of 1939) for one or more of the following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         pursuant to Article Eleven hereof;

                  (b) to add to the covenants of the Company such further
         covenants, restrictions, conditions or provisions as its Board of
         Directors and the Trustee shall consider to be for the protection of
         the holders of all, or any series of, Notes, and to make the
         occurrence, or the occurrence and continuance, of a Default in any of
         such additional covenants, restrictions, conditions or provisions a
         Default or an Event of Default with respect to Notes of any or all
         series permitting the enforcement of all or any of the several remedies
         provided in this Indenture as herein set forth, with such period of
         grace, if any, and subject to such conditions as such Supplemental
         Indenture may provide;



                                       55
<PAGE>   62

                  (c) to add to or change any of the provisions of this
         Indenture to provide for the issuance under this Indenture of Notes,
         whether or not then outstanding, in bearer form, to add, modify or
         eliminate any restrictions on the payment of principal of Notes in
         registered form, and to provide for exchangeability of such Notes with
         Notes issued hereunder and to make all appropriate changes for such
         purpose to permit or facilitate the issuance of Notes in uncertificated
         form, provided any such action shall not adversely affect the interests
         of the holders of Notes of any series in any material respect;

                  (d) to cure any ambiguity or to correct or supplement any
         provision contained herein or in any Supplemental Indenture which may
         be defective or inconsistent with any other provision contained herein
         or in any Supplemental Indenture; or to make such other provisions in
         regard to matters or questions arising under this Indenture as shall
         not adversely affect the interests of the holders of the Notes
         including provisions necessary or desirable to provide for or
         facilitate the administration of the trusts hereunder;

                  (e) to evidence and provide for the acceptance and appointment
         hereunder by a successor trustee with respect to the Notes of one or
         more series and to add or change any 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 Section
         7.11;

                  (f) to change or eliminate any provision of this Indenture,
         provided that any such change or elimination (i) shall become effective
         only when there is no Note outstanding of any series created prior to
         the execution of such Supplemental Indenture which is entitled to the
         benefit of such provision or (ii) shall not adversely apply to any Note
         outstanding;

                  (g) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the Trust Indenture Act, or under
         any similar Federal statute hereafter enacted, and to add to this
         Indenture such other provisions as may be expressly permitted by the
         Trust Indenture Act, excluding however, the provisions referred to in
         Section 316(a)(2) of the Trust Indenture Act or any corresponding
         provision in any similar Federal statute hereafter enacted;

                  (h) to add to, delete from, or revise the terms of Notes of
         any series as permitted by Section 2.01, including, without limitation,
         any terms relating to the issuance, exchange, registration or transfer
         of Notes issued in whole or in part in the form of one of more Global
         Notes and the payment of any principal thereof, or interest (or
         premium, if any) thereon;

                  (i) to provide for uncertificated Notes in addition to or in
         place of certificated Notes;

                  (j) to provide for the issuance of and establish the form and
         terms and conditions of the Notes of any series, to establish the form
         of any certifications required to be furnished pursuant to the terms of
         this Indenture or any series of Notes, to increase the authorized
         amount of a series, or to add to the rights of the holders of any
         series of Notes.



                                       56
<PAGE>   63

         The Trustee is hereby authorized to join with the Company in the
execution of any such Supplemental Indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee shall not be obligated to enter into any such Supplemental
Indenture which adversely affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise. No Supplemental Indenture shall be effective
as against the Trustee unless and until the Trustee has duly executed and
delivered the same.

         Any Supplemental Indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Notes at the time outstanding, notwithstanding any of the
provisions of Section 10.02.

         SECTION 10.02. Supplemental Indentures With Consent of Noteholders.
With the consent (evidenced as provided in Section 8.01) of the holders of not
less than 66 2/3% in aggregate principal amount of the Notes of all series at
the time outstanding affected by a Supplemental Indenture (voting as one class),
the Company, when authorized by a Board Resolution, and the Trustee may from
time to time and at any time enter into an indenture or Supplemental Indenture
(which shall conform to the provisions of the Trust Indenture Act of 1939 as in
force at the date of the execution thereof) for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of any Supplemental Indenture or of modifying in any manner
the rights of the holders of the Notes of each such series; provided, however,
that no such Supplemental Indenture shall (i) extend the fixed maturity of any
Notes, or reduce the principal amount thereof (and premium, if any) or reduce
the rate or extend the time of payment of any interest thereon, without the
consent of the holder of each Note so affected, or (ii) reduce the aforesaid
percentage of Notes, the consent of the holders of which is required for any
such Supplemental Indenture, or the percentage required for the consent of the
holders pursuant to Section 6.13 to waive defaults, without the consent of the
holders of each Note so affected.

         Upon the request of the Company, accompanied by a copy of a Board
Resolution certified by the Secretary or an Assistant Secretary of the Company
authorizing the execution of any such Supplemental Indenture, and upon the
filing with the Trustee of evidence of the consent of noteholders as aforesaid,
the Trustee shall join with the Company in the execution of such Supplemental
Indenture unless such Supplemental Indenture affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
Supplemental Indenture.

         It shall not be necessary for the consent of the noteholders under this
Section to approve the particular form of any proposed Supplemental Indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

         Promptly after the execution by the Company and the Trustee of any
Supplemental Indenture pursuant to the provisions of this Section, the Company
shall give notice thereof in the manner provided in Section 1.02, setting forth
in general terms the substance of such Supplemental Indenture to all noteholders
of each series so affected. Any failure of the Company so to give such notice,
or any defect therein, shall not, however, in any way impair or affect the
validity of any such Supplemental Indenture.



                                       57
<PAGE>   64

         SECTION 10.03. Compliance With Trust Indenture Act; Effect of
Supplemental Indentures. Any Supplemental Indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act. Upon
the execution of any Supplemental Indenture pursuant to the provisions of this
Article Ten, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Notes shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such Supplemental Indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall
be entitled to receive, and shall be fully protected in relying upon, an Opinion
of Counsel or a Company Order and Opinion of Counsel as conclusive evidence that
any such Supplemental Indenture complies with the provisions of this Article
Ten.

         SECTION 10.04. Notation on Notes. Notes of any series authenticated and
delivered after the execution of any Supplemental Indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such Supplemental Indenture. New Notes
of any series so modified as to conform, in the opinion of the Trustee and the
Board of Directors of the Company, to any modification of this Indenture
contained in any such Supplemental Indenture may be prepared by the Company,
authenticated by the Trustee and delivered, without charge to the noteholders,
in exchange for the Notes of such series then Outstanding.

                                 ARTICLE ELEVEN.
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 11.01. Company May Consolidate, Etc., on Certain Terms. The
Company covenants that it will not merge or consolidate with any other
corporation or sell or convey all or substantially all of its assets to any
person unless (i) either the Company shall be the continuing corporation, or the
successor corporation (if other than the Company) shall be a corporation
organized and existing under the laws of the United States of America or a state
thereof and such corporation shall expressly assume the due and punctual payment
of the principal of and interest on all the Notes, according to their tenor, and
the due and punctual performance and observance of all of the covenants and
conditions of this Indenture to be performed by the Company by Supplemental
Indenture satisfactory to the Trustee, executed and delivered to the Trustee by
such corporation and (ii) the Company or such successor corporation, as the case
may be, shall not, immediately after such merger or consolidation, or such sale
or conveyance, be in default in the performance of any such covenant or
condition.

         SECTION 11.02. Successor Corporation to be Substituted for Company. In
case of any such consolidation, merger, sale or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein as the party of the first part. Such successor corporation
thereupon may cause to be signed, and may issue either in its own name or in the
name of the Company, any or all of the Notes issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such



                                       58
<PAGE>   65

successor corporation, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Notes which previously shall have been signed
and delivered by the officers of the Company to the Trustee for authentication,
and any Notes which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Notes, so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes, if any, theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Notes had been issued at
the date of the execution hereof.

         In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the Notes
thereafter to be issued as may be appropriate.

         SECTION 11.03. Opinion of Counsel to be Given Trustee. The Trustee,
subject to the provisions of Sections 7.01 and 7.02, shall receive an Opinion of
Counsel as conclusive evidence that any such consolidation, merger, sale or
conveyance, and any such assumption, complies with the provisions of this
Article Eleven and that all conditions precedent herein provided for relating to
such transaction have been complied with.

                                 ARTICLE TWELVE.
           SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYS.

         SECTION 12.01. Discharge of Indenture. If at any time (a) the Company
shall have delivered to the Trustee for cancellation all Notes of any series
theretofore authenticated (other than any Notes of such series appertaining
thereto which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) or (b) all such Notes of such
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company shall deposit or cause to be deposited with the Trustee as trust funds
the entire amount (other than moneys repaid by the Trustee or any paying agent
to the Company in accordance with Section 12.04) sufficient to pay at maturity
or upon redemption all Notes of such series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and
interest, if any, due or to become due to such date of maturity or date fixed
for redemption, as the case may be, and if in either case the Company shall also
pay or cause to be paid all other sums payable hereunder by the Company with
respect to such series, then this Indenture shall cease to be of further effect
with respect to the Notes of such series, and the Trustee, on demand of and at
the cost and expense of the Company and subject to Section 1.02, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to the Notes of such series. The Company agrees to reimburse the
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Notes of such series.
Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Notes of any series or of all series, the obligations of the Company to the
Trustee under Section 7.06 shall survive.

         The Company will deliver to the Trustee an Officers' Certificate and an
Opinion of Counsel which together shall state that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.



                                       59
<PAGE>   66

         SECTION 12.02. Deposited Moneys To Be Held In Trust By Trustee. All
moneys deposited with the Trustee pursuant to Section 12.01 shall be held in
trust and applied by it to the payment, either directly or through any Paying
Agent (including the Company if acting as its own Paying Agent), to the holders
of the particular Notes for the payment or redemption of which such moneys have
been deposited with the Trustee, of all sums due and to become due thereon for
principal (and premium, if any) and interest, if any.

         SECTION 12.03. Paying Agent to Repay Moneys Held. In connection with
the satisfaction and discharge of this Indenture with respect to Notes of any
series, all moneys with respect to such Notes then held by any Paying Agent
under the provisions of this Indenture shall, upon demand of the Company, be
repaid to it or paid to the Trustee and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

         SECTION 12.04. Return of Unclaimed Moneys. Any moneys deposited with or
paid to the Trustee or any Paying Agent for the payment of the principal of or
interest, if any, on any Note and not applied but remaining unclaimed for two
years after the date upon which such principal (and premium, if any) or
interest, if any, shall have become due and payable, shall, unless otherwise
required by mandatory provisions of applicable escheat or abandoned or unclaimed
property law, be repaid to the Company by the Trustee or such Paying Agent on
demand, and the holder of such Note shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee or any Paying Agent with respect to such moneys shall thereupon
cease.

         SECTION 12.05. Satisfaction, Discharge and Defeasance of Notes of Any
Series. Unless, as specified pursuant to Section 2.01, provision is made that
defeasance of the Notes of a series under this section shall not apply to the
Notes of such series, this Section 12.05 shall be applicable to the Outstanding
Notes of all series upon compliance with the conditions set forth below.

         At the Company's option, either (a) the Company shall be deemed to have
paid and discharged the entire indebtedness on all the outstanding Notes of any
such series and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of such indebtedness or (b)
the Company shall cease to be under any obligation to comply with any term,
provision, condition or covenant specified as contemplated by Section 2.01, when

         (1) either

                  (A) with respect to all outstanding Notes of such series, (i)
         the Company has deposited or caused to be deposited with the Trustee as
         trust funds in trust for the purpose an amount (in such currency in
         which such outstanding Notes are then specified as payable at stated
         maturity) sufficient to pay and discharge the entire indebtedness of
         all outstanding Notes of such series for principal (and premium, if
         any) and interest, if any, to the stated maturity or any Redemption
         Date as contemplated by the last paragraph of this Section 12.05, as
         the case may be; or (ii) the Company has deposited or caused to be
         deposited with the Trustee as obligations in trust for the purpose such
         amount of direct noncallable obligations of, or noncallable obligations
         the payment of principal of and interest on which is fully guaranteed
         by, the United States of America, or to the payment



                                       60
<PAGE>   67

         of which obligations or guarantees the full faith and credit of the
         United States of America is pledged, maturing as to principal and
         interest in such amounts and at such times as will, together with the
         income to accrue thereon (but without reinvesting any proceeds
         thereof), be sufficient to pay and discharge the entire indebtedness on
         all outstanding Notes of such series for principal (and premium, if
         any) interest, if any, to the stated maturity or any Redemption Date as
         contemplated by the last paragraph of this Section 12.05, as the case
         may be; or

                  (B) the Company has properly fulfilled such other terms and
         conditions to the satisfaction and discharge as is specified, as
         contemplated by Section 2.01, as applicable to the Notes of such
         series, and

         (2) The Company has paid or caused to be paid all other sums payable
with respect to the outstanding Notes of such series, and

         (3) The Company has delivered to the Trustee an Opinion of Counsel
stating that (i) the Company has received from, or there has been published by,
the Internal Revenue Service a ruling or (ii) since the date of execution of
this Indenture, there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the holders of the outstanding Notes of such series
will not recognize income, gain or loss for Federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to Federal
income tax on the same amounts and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred, and

         (4) The Company has delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of the entire
indebtedness on all outstanding Notes of any such series have been complied
with.

         Any deposits with the Trustee referred to in Section 12.05(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow trust
agreement in form and substance satisfactory to the Trustee. If any outstanding
Notes of such series are to be redeemed prior to their stated maturity, whether
pursuant to any optional redemption provisions or in accordance with any
mandatory sinking fund requirement or otherwise, the applicable escrow trust
agreement shall provide therefore and the Company shall make such arrangements
as are satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Company.

                                ARTICLE THIRTEEN.
        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

         SECTION 13.01. Indenture and Notes Solely Corporate Obligations. No
recourse under or upon any obligation, covenant or agreement contained in this
Indenture, or in any Note, or because of any indebtedness evidenced thereby,
shall be had against any incorporator, or against any past, present or future
stockholder, officer or director, as such, of the Company or of any successor
corporation,



                                       61
<PAGE>   68

either directly or through the Company or any successor corporation, under any
rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of the Notes by
the holders thereof and as part of the consideration for the issue of the Notes.

                                ARTICLE FOURTEEN.
                            MISCELLANEOUS PROVISIONS.

         SECTION 14.01. Benefits of Indenture Restricted to Parties and Holders.
Nothing in this Indenture or in the Notes, expressed or implied, shall give or
be construed to give to any person, other than the parties hereto and their
successors and the holders of the Notes, any legal or equitable right, remedy or
claim under this Indenture or under any covenant or provision herein contained,
all such covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the holders of the Notes.

         SECTION 14.02. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
or in behalf of the Company shall bind its successors and assigns, whether so
expressed or not.

         SECTION 14.03. Addresses for Notices, Etc. Subject to the provisions of
Section 4.01 with respect to demands for payment, any notice or demand which by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Notes to or on the Company may be given or
served by being deposited postage prepaid first class mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee), as follows: Bank of America Corporation, Bank of America Corporate
Center, Corporate Treasury Division, NC1-007-23-01, 100 North Tryon Street,
Charlotte, North Carolina 28255-0065, Fax: (704) 386-0270. Any notice,
direction, request or demand by any noteholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the corporate trust office of the Trustee as set forth in
Section 4.04.

         SECTION 14.04. Evidence of Compliance With Conditions Precedent. Upon
any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that all conditions precedent provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent have been complied with, except that in the case of any
such application or demand as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or demand, no additional certificate or opinion need be
furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or



                                       62
<PAGE>   69

condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         SECTION 14.05. Legal Holidays. In any case where the date of maturity
of any interest or premium on or principal of any Note or the date fixed for
redemption of any Note shall not be a Business Day in the Place of Payment, then
payment of any interest or premium on or principal of such Notes, need not be
made on such date but may be made on the next succeeding Business Day with the
same force and effect as if made on the date of maturity or the date fixed for
redemption, and no interest shall accrue for the period after such date.

         SECTION 14.06. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

         SECTION 14.07. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same instrument.

         SECTION 14.08. New York Contract. This Indenture and each Note shall be
deemed to be a contract made under the laws of the State of New York, and for
all purposes shall be governed by and construed in accordance with the laws of
said State.

         SECTION 14.09. Severability of Provisions. Any prohibition, invalidity
or unenforceability of any provision of this Indenture in any jurisdiction shall
not invalidate or render unenforceable the remaining provisions hereto in such
jurisdiction and shall not invalidate or render unenforceable such provisions in
any other jurisdiction.

         The Trustee, by its execution of a counterpart of this Indenture,
acknowledges and accepts its appointment as Trustee.



                                       63
<PAGE>   70


         IN WITNESS WHEREOF, THE BANK OF NEW YORK and BANK OF AMERICA
CORPORATION have each caused this Indenture to be signed by a duly authorized
officer, as of the day and year first above written.

                                            THE BANK OF NEW YORK


                                            By:   /s/ Derek Kettel
                                                  -----------------------------
                                            Title Agent
                                                  -----------------------------




                                            BANK OF AMERICA CORPORATION


                                            By:   /s/ Karen A. Gosnell
                                                  -----------------------------
                                                  Senior Vice President




                             Signature Page 1 of 1