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                                                                     EXHIBIT 4.2

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

                                       TO

                                  SUNTRUST BANK
                            -------------------------

                                   AS TRUSTEE

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

                                    INDENTURE

                       Dated as of _____________ __, 200_

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

                           SUBORDINATED DEBT SECURITIES

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

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                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                 INDENTURE, DATED AS OF _______________ __, 20__

<Table>
<Caption>
TRUST INDENTURE                                                     INDENTURE
  ACT SECTION                                                        SECTION
<S>                                                            <C>
Section 310 (a)(1)      .................................      6.09
            (a)(2)      .................................      6.09
            (a)(3)      .................................      Not Applicable
            (a)(4)      .................................      Not Applicable
            (a)(5)      .................................      6.09
            (b)         .................................      6.08
                        .................................      6.10
Section 311             .................................      6.13
Section 312 (a)         .................................      7.01
                        .................................      7.02(a)
            (b)         .................................      7.02(b)
            (c)         .................................      7.02(c)
Section 313             .................................      7.03
Section 314 (a)         .................................      7.04
            (b)         .................................      Not Applicable
            (c)(1)      .................................      1.02
            (c)(2)      .................................      1.02
            (c)(3)      .................................      Not Applicable
            (d)         .................................      Not Applicable
            (e)         .................................      1.02
Section 315 (a)         .................................      6.01
            (b)         .................................      6.02
            (c)         .................................      6.01
            (d)         .................................      6.01
            (e)         .................................      5.14
Section 316 (a)         .................................      1.01
            (a)(1)(A)   .................................      5.02
                        .................................      5.12
            (a)(1)(B)   .................................      5.13
            (a)(2)      .................................      Not Applicable
            (b)         .................................      5.08
Section 317 (a)(1)      .................................      5.03
            (a)(2)      .................................      5.04
            (b)         .................................      10.03
Section 318 (a)         .................................      1.07
</Table>

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

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                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                           PAGE
                                                                                                           ----
<S>                <C>                                                                                       <C>
ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................................1
     SECTION 1.01  DEFINITIONS................................................................................1
     SECTION 1.02  COMPLIANCE CERTIFICATES AND OPINIONS......................................................10
     SECTION 1.03  FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................................................10
     SECTION 1.04  ACTS OF HOLDERS...........................................................................11
     SECTION 1.05  NOTICES, ETC., TO TRUSTEE AND COMPANY.....................................................12
     SECTION 1.06  NOTICE TO HOLDERS; WAIVER.................................................................13
     SECTION 1.07  COMPLIANCE WITH TRUST INDENTURE ACT.......................................................14
     SECTION 1.08  EFFECT OF HEADINGS AND TABLE OF CONTENTS..................................................14
     SECTION 1.09  SUCCESSORS AND ASSIGNS....................................................................14
     SECTION 1.10  SEPARABILITY CLAUSE.......................................................................14
     SECTION 1.11  BENEFITS OF INDENTURE.....................................................................15
     SECTION 1.12  GOVERNING LAW.............................................................................15
     SECTION 1.13  LEGAL HOLIDAYS............................................................................15
     SECTION 1.14  IMMUNITY OF STOCHOLDERS, DIRECTORS, OFFICERS AND AGENTS OF THE COMPANY....................15
     SECTION 1.15  COUNTERPARTS..............................................................................16

ARTICLE TWO - SECURITY FORMS.................................................................................16
     SECTION 2.01  FORMS GENERALLY...........................................................................16
     SECTION 2.02  FORM OF FACE OF SECURITY..................................................................16
     SECTION 2.03  FORM OF REVERSE OF SECURITY...............................................................18
     SECTION 2.04  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................................22
     SECTION 2.05  FORM OF LEGEND FOR GLOBAL SECURITIES......................................................23

ARTICLE THREE - THE SECURITIES...............................................................................24
     SECTION 3.01  AMOUNT UNLIMITED; ISSUABLE IN SERIES......................................................24
     SECTION 3.02  DENOMINATIONS.............................................................................28
     SECTION 3.03  EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................................28
     SECTION 3.04  TEMPORARY SECURITIES......................................................................31
     SECTION 3.05  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.......................................33
     SECTION 3.06  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..........................................35
     SECTION 3.07  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED............................................36
     SECTION 3.08  PERSONS DEEMED OWNERS.....................................................................38
</Table>

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<Table>
<S>                <C>                                                                                       <C>
     SECTION 3.09  CANCELLATION..............................................................................38
     SECTION 3.10  COMPUTATION OF INTEREST...................................................................39
     SECTION 3.11  PAYMENT TO BE IN PROPER CURRENCY..........................................................39
     SECTION 3.12  CUSIP NUMBERS.............................................................................39

ARTICLE FOUR - SATISFACTION AND DISCHARGE....................................................................39
     SECTION 4.01  SATISFACTION AND DISCHARGE OF INDENTURE...................................................39
     SECTION 4.02  APPLICATION OF TRUST MONEY................................................................41

ARTICLE FIVE - REMEDIES......................................................................................41
     SECTION 5.01  EVENTS OF DEFAULT.........................................................................41
     SECTION 5.02  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT........................................44
     SECTION 5.03  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...........................45
     SECTION 5.04  TRUSTEE MAY FILE PROOFS OF CLAIM..........................................................46
     SECTION 5.05  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES...............................47
     SECTION 5.06  APPLICATION OF MONEY COLLECTED............................................................48
     SECTION 5.07  LIMITATION ON SUITS.......................................................................48
     SECTION 5.08  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT AND
                   INTEREST..................................................................................49
     SECTION 5.09  RESTORATION OF RIGHTS AND REMEDIES........................................................49
     SECTION 5.10  RIGHTS AND REMEDIES CUMULATIVE............................................................49
     SECTION 5.11  DELAY OR OMISSION NOT WAIVER..............................................................49
     SECTION 5.12  CONTROL BY HOLDERS........................................................................49
     SECTION 5.13  WAIVER OF PAST DEFAULTS...................................................................50
     SECTION 5.14  UNDERTAKING FOR COSTS.....................................................................51
     SECTION 5.15  WAIVER OF STAY OR EXTENSION LAWS..........................................................51

ARTICLE SIX - THE TRUSTEE....................................................................................51
     SECTION 6.01  CERTAIN DUTIES AND RESPONSIBILITIES.......................................................51
     SECTION 6.02  NOTICE OF DEFAULTS........................................................................51
     SECTION 6.03  CERTAIN RIGHTS OF TRUSTEE.................................................................52
     SECTION 6.04  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES....................................53
     SECTION 6.05  MAY HOLD SECURITIES.......................................................................53
     SECTION 6.06  MONEY HELD IN TRUST.......................................................................53
     SECTION 6.07  COMPENSATION AND REIMBURSEMENT............................................................53
     SECTION 6.08  DISQUALIFICATION; CONFLICTING INTERESTS...................................................54
     SECTION 6.09  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................................................54
     SECTION 6.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........................................54
     SECTION 6.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................................................56
     SECTION 6.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...............................57
</Table>

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<Table>
<S>                <C>                                                                                       <C>
     SECTION 6.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.........................................57
     SECTION 6.14  APPOINTMENT OF AUTHENTICATING AGENT.......................................................57
     SECTION 6.15  PROVISIONS FOR SEPARATE TRUSTEES AND CO-TRUSTEES..........................................59

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............................................59
     SECTION 7.01  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.................................59
     SECTION 7.02  PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.....................................59
     SECTION 7.03  REPORTS BY TRUSTEE........................................................................60
     SECTION 7.04  REPORTS BY COMPANY........................................................................60

ARTICLE EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................................61
     SECTION 8.01  COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.......................................61
     SECTION 8.02  SUCCESSOR SUBSTITUTED.....................................................................61

ARTICLE NINE - SUPPLEMENTAL INDENTURES.......................................................................62
     SECTION 9.01  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS........................................62
     SECTION 9.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...........................................63
     SECTION 9.03  EXECUTION OF SUPPLEMENTAL INDENTURES......................................................64
     SECTION 9.04  EFFECT OF SUPPLEMENTAL INDENTURES.........................................................65
     SECTION 9.05  CONFORMITY WITH TRUST INDENTURE ACT.......................................................65
     SECTION 9.06  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES........................................65
     SECTION 9.07  NOTICE OF SUPPLEMENTAL INDENTURES.........................................................65

ARTICLE TEN - COVENANTS......................................................................................65
     SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT AND INTEREST...........................65
     SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY...........................................................66
     SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.........................................66
     SECTION 10.04 EXISTENCE.................................................................................67
     SECTION 10.05 MAINTENANCE OF PROPERTIES.................................................................67
     SECTION 10.06 PAYMENT OF TAXES AND OTHER CLAIMS.........................................................68
     SECTION 10.07 LIMITATIONS ON DISPOSITION OF VOTING STOCK OF PRINCIPAL SUBSIDIARY BANKS..................68
     SECTION 10.08 RESTRICTIONS ON LIENS.....................................................................68
     SECTION 10.09 WAIVER OF CERTAIN COVENANTS...............................................................69

ARTICLE ELEVEN - REDEMPTION OF SECURITIES....................................................................69
     SECTION 11.01  APPLICABILITY OF ARTICLE.................................................................69
</Table>

                                       iii
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<Table>
<S>                 <C>                                                                                      <C>
     SECTION 11.02  ELECTION TO REDEEM; NOTICE TO TRUSTEE....................................................69
     SECTION 11.03  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED........................................70
     SECTION 11.04  NOTICE OF REDEMPTION.....................................................................70
     SECTION 11.05  DEPOSIT OF REDEMPTION PRICE..............................................................71
     SECTION 11.06  SECURITIES PAYABLE ON REDEMPTION DATE....................................................72
     SECTION 11.07  SECURITIES REDEEMED IN PART..............................................................72

ARTICLE TWELVE - SINKING FUNDS...............................................................................73
     SECTION 12.01  APPLICABILITY OF ARTICLE.................................................................73
     SECTION 12.02  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES....................................73
     SECTION 12.03  REDEMPTION OF SECURITIES FOR SINKING FUND................................................73

ARTICLE THIRTEEN - SUBORDINATION OF SECURITIES...............................................................74
     SECTION 13.01  AGREEMENT THAT THE SECURITIES SUBORDINATED TO EXTENT PROVIDED............................74
     SECTION 13.02  COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN CERTAIN CIRCUMSTANCES.........74
     SECTION 13.03  SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR INDEBTEDNESS OF THE COMPANY
                    ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE COMPANY; SUBROGATION................74
     SECTION 13.04  OBLIGATION OF THE COMPANY UNCONDITIONAL..................................................76
     SECTION 13.05  NO FIDUCIARY DUTY TO HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY.......................77
     SECTION 13.06  NOTICE TO TRUSTEES OF FACTS PROHIBITING PAYMENTS.........................................77
     SECTION 13.07  APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT.......................................78
     SECTION 13.08  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE COMPANY OR HOLDERS OF
                    SENIOR INDEBTEDNESS (OR CREDITORS IN RESPECT OF GENERAL OBLIGATIONS).....................78
     SECTION 13.09  AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF SECURITIES.......................78
     SECTION 13.10  RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS OF THE COMPANY (OR TO BE A CREDITOR IN
                    RESPECT OF GENERAL OBLIGATIONS OF THE COMPANY)...........................................78
     SECTION 13.11  ARTICLE THIRTEEN NOT TO PREVENT EVENTS OF DEFAULT........................................79
     SECTION 13.12  ARTICLE APPLICABLE TO PAYING AGENTS......................................................79
     SECTION 13.13  TRUSTEE COMPENSATION NOT PREJUDICED......................................................79
     SECTION 13.14  PAYMENT OF PROCEEDS IN CERTAIN CASES.....................................................79
     SECTION 13.15  AUTOMATIC TERMINATION....................................................................80
</Table>

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<Table>
<S>                 <C>                                                                                      <C>
ARTICLE FOURTEEN -- DEFEASANCE AND COVENANT DEFEASANCE.......................................................81
     SECTION 14.01  Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance...81
     SECTION 14.02  Defeasance and Discharge.................................................................81
     SECTION 14.03  Covenant Defeasance......................................................................81
     SECTION 14.04  Conditions to Defeasance or Covenant Defeasance..........................................82
     SECTION 14.05  Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous
                    Provisions...............................................................................84

ARTICLE FIFTEEN --  MEETINGS OF HOLDERS OF SECURITIES........................................................85
     SECTION 15.01  Purposes for Which Meetings May Be Called................................................85
     SECTION 15.02  Call, Notice and Place of Meetings.......................................................85
     SECTION 15.03  Persons Entitled to Vote at Meetings.....................................................85
     SECTION 15.04  Quorum; Action...........................................................................85
     SECTION 15.05  Determination of Voting Rights; Conduct and Adjournment of Meetings......................87
     SECTION 15.06  Counting Votes and Recording Action of Meetings..........................................87

ARTICLE SIXTEEN --  CONVERSION OF SECURITIES.................................................................88
     SECTION 16.01  Applicability of Article; Conversion Privilege and Conversion Price......................88
     SECTION 16.02  Exercise of Conversion Privilege.........................................................89
     SECTION 16.03  Fractions of Shares......................................................................90
     SECTION 16.04  Adjustment of Conversion Price...........................................................90
     SECTION 16.05  Notice of Adjustments of Conversion Price................................................94
     SECTION 16.06  Notice of Certain Corporate Action.......................................................94
     SECTION 16.07  Company to Reserve Common Stock..........................................................95
     SECTION 16.08  Taxes on Conversion......................................................................95
     SECTION 16.09  Covenants as to Common Stock.............................................................95
     SECTION 16.10  Cancellation of Converted Securities.....................................................96
     SECTION 16.11  Provisions in Case of Consolidation, Merger or Sale of Assets; Special Distributions.....96
     SECTION 16.12  Trustee Adjustment Disclaimer; Company Determination Final...............................97
     SECTION 16.13  When No Adjustment Required..............................................................98
     SECTION 16.14  Equivalent Adjustments...................................................................98
</Table>

                                        v
<Page>

     INDENTURE, dated as of __________ __, 200_, between BOSTON PRIVATE
FINANCIAL HOLDINGS, INC., a corporation duly organized and existing under the
laws of the Commonwealth of Massachusetts (herein called the "Company"), having
its principal office at Ten Post Office Square, Boston, Massachusetts 02109, and
SUNTRUST BANK, a corporation duly organized and existing under the laws
of the State of Georgia, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

     The Company deems it necessary to issue from time to time for its lawful
purposes subordinated debt securities evidencing its unsecured and
subordinated indebtedness, and has duly authorized the execution and delivery
of this Indenture to provide for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), to be issued in one or more series as provided in
this Indenture.

     This Indenture is subject to the provisions of the Trust Indenture Act (as
defined herein), that are deemed to be incorporated into this Indenture and
shall, to the extent applicable, be governed by such provisions.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

            ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL
                                   APPLICATION

     SECTION 1.01 DEFINITIONS.

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

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

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

          (3) any gender used in this Indenture shall be deemed and construed to
     include correlative words of the masculine, feminine or neuter gender;

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

<Page>

     except as otherwise herein expressly provided, the term "generally accepted
     accounting principles" with respect to any computation required or
     permitted hereunder shall mean such accounting principles as are generally
     accepted at the date of such computation; and

          (5) 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. Certain terms, used principally in
     Article Six, are defined in that Article.

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

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

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

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

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

     "Business Day," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions generally in any Place of Payment or Corporate
Trust Office, are authorized or obligated by law or executive order to close.

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

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

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

                                        2
<Page>

     "Corporate Trust Office" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office on the date of execution of this Indenture is located at
Atlanta, Georgia.

     "Corporation" includes corporations, associations, companies, joint-stock
companies and business trusts.

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
clearing agency registered under the Exchange Act, specified for that purpose as
contemplated by Section 3.01 or any successor clearing agency registered under
the Exchange Act as contemplated by Section 3.05, and if at any time there is
more than one such Person, "Depositary" as used with respect to the Securities
of any series shall mean the Depositary with respect to the Securities of such
series.

     "DTC" means The Depository Trust Company and any successor to DTC in its
capacity as depository for any Securities.

     "EC Treaty" means the Treaty establishing the European Communities (signed
in Rome on 25 March 1957), as amended by the Treaty on European Union, as
amended (signed in Maastricht on 7 February 1992).

     "EMU" means European Economic and Monetary Union.

     "Euro", "euro" and "EUR" each means the lawful currency of the member
states of the European Union that adopt the single currency in accordance with
the EC Treaty.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.

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

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor legislation.

     "Foreign Currency" means any currency, currency unit or composite currency,
including, without limitation, the Euro issued by the government of one or more
countries other than the United States of America or by any recognized
confederation or association of such governments.

     "GAAP" means, except as otherwise provided herein, generally accepted
accounting principles, as in effect from time to time, as used in the United
States applied on a consistent basis.

     "General Obligations" means all obligations of the Company to make payment
on account of claims of general creditors, including any obligations on account
of indebtedness of the Company for money borrowed not expressly made subordinate
to such General Obligations, other than (A) obligations on account of Senior
Indebtedness and (B) obligations on account of

                                        3
<Page>

the Securities and indebtedness for money borrowed ranking pari passu with or
subordinate to the Securities; provided, however, that if the Board of Governors
of the Federal Reserve System (or other Federal banking supervisor that shall at
the time of determination be the Company's primary Federal banking supervisor)
shall promulgate any rule or issue any interpretation defining or describing the
term "general creditor" or "general creditors" or "senior indebtedness" for
purposes of its criteria for the inclusion of subordinated debt of a bank
holding company in capital, or otherwise defining or describing the obligations
to which subordinated debt of a bank holding company must be subordinated to be
included in capital, to include any obligations not included in the definition
of "Senior Indebtedness" herein, the term "General Obligations" shall mean such
obligations as defined or described in the first such rule or interpretation,
other than obligations described in clauses (A) and (B) above. The term "claim"
as used in the foregoing paragraph shall have the meaning assigned thereto in
Section 101(5) of the Bankruptcy Code of 1978, as amended. The term
"indebtedness of the Company for money borrowed" as used in the foregoing
paragraph shall mean any obligation of, or any obligation guaranteed by, the
Company for the repayment of money borrowed, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any deferred obligation for
the payment of the purchase price of property or assets.

     "Global Security" means a Security bearing the legend specified in Section
2.05 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee, and registered in the name of such Depositary or
nominee.

     "Government Obligations" means securities which are (i) direct obligations
of the United States of America or the government which issued the Foreign
Currency in which the Securities of a particular series are payable, for the
payment of which its full faith and credit is pledged or (ii) obligations of a
Person controlled or supervised by and acting as an agency or instrumentality of
the United States of America or such government which issued the Foreign
Currency in which the Securities of such series are payable, the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America or such other government, which, in either case, are
not callable or redeemable at the option of the issuer thereof, and (iii) shall
also include a depository receipt issued by a bank or trust company as custodian
with respect to any such Government Obligation or a specific payment of interest
on or principal of any such Government Obligation held by such custodian for the
account of the holder of a depository receipt, PROVIDED that (except as required
by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
interest on or principal of the Government Obligation evidenced by such
depository receipt.

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

     "Indebtedness" means, with respect to any Person, without duplication, (i)
any Obligation of such Person relating to any indebtedness of such Person (A)
for borrowed money (whether or not the recourse of the lender is to the whole of
the assets, of such person or only to a portion thereof), (B) evidenced by
notes, debentures or similar instruments (including purchase money obligations)
given in connection with the acquisition of any property or assets (other than
trade accounts payable for inventory or similar property acquired in the
ordinary course of business), including securities, for the payment of which
such Person is liable, directly or indirectly, or the

                                        4
<Page>

payment of which is secured by a lien, charge or encumbrance on property or
assets of such Person, (C) for goods, materials or services purchased in the
ordinary course of business (other than trade accounts payable arising in the
ordinary course of business), (D) with respect to letters of credit or bankers
acceptances issued for the account of such Person or performance, surety or
similar bonds, (E) for the payment of money relating to a Capitalized Lease
Obligation or (F) under interest rate swaps, caps or similar agreements and
foreign exchange contracts, currency swaps or similar agreements; (ii) any
liability of others of the kind described in the preceding clause (i), which
such Person has Guaranteed or which is otherwise its legal liability; and (iii)
any and all deferrals, renewals, extensions and refunding of, or amendments,
modifications or supplements to, any liability of the kind described in any of
the preceding clauses (i) or (ii).

     "Indenture" means this Indenture as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 3.01; provided however, that, if at any time more than one Person is
acting as Trustee under this Indenture due to the appointment of one or more
separate Trustees for any one or more separate series of Securities pursuant to
Section 6.10(e), "Indenture" shall mean, with respect to such series of
Securities for which any such Person is Trustee, this Indenture as originally
executed or as it may from time to time be supplemented or amended by one or
more indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
for which such Person is Trustee established as contemplated by Section 3.01,
exclusive, however, of any provisions or terms which relate solely to other
series of Securities for which such Person is not Trustee, regardless of when
such terms or provisions were adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures supplemental hereto executed and
delivered after such Person had become such Trustee but to which such Person, as
such Trustee, was not a party.

     "Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

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

     "Make-Whole Amount," when used with respect to any Security, means the
amount, if any, in addition to principal (and accrued interest thereon, if any)
which is required by a Security, under the terms and conditions specified
therein or as otherwise specified as contemplated by Section 3.01, to be paid by
the Company to the Holder thereof in connection with any optional redemption or
accelerated payment of such Security.

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

                                        5
<Page>

     "NASD" means the National Association of Securities Dealers, Inc.

     "Obligation" of any Person with respect to any specified Indebtedness means
any obligation of such Person to pay principal, premium, interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to such Person, whether or not a claim for such
post-petition interest is allowed in such proceeding), penalties, reimbursement
or indemnification amounts, fees, expenses or other amounts relating to such
Indebtedness.

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

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

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

               (iii) Securities which have been paid pursuant to Section 3.06 or
     in exchange for or in lieu of which other Securities have been
     authenticated and delivered pursuant to this Indenture, other than any such
     Securities in respect of which there shall have been presented to the
     Trustee proof satisfactory to it that such Securities are held by a bona
     fide purchaser in whose hands such Securities are valid obligations of the
     Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, and for the purpose of
making the calculations required by the TIA Section 313, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the Maturity thereof pursuant to

                                        6
<Page>

Section 5.02, (ii) the principal amount of a Security denominated in one or more
foreign currencies or currency units that shall be deemed to be Outstanding
shall be the U.S. dollar equivalent, determined in the manner provided as
contemplated by Section 3.01 as of the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the U.S. dollar equivalent, determined as of the date of original
issuance of such Security, of the amount determined as provided in (i) above) of
such Security as determined by the Company pursuant to Section 3.01, (iii) the
principal amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed outstanding for such
purpose shall be equal to the principal face amount of such Indexed Security at
original issuance, unless otherwise provided with respect to such Security
pursuant to Section 3.01, and (iv) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making such calculation or
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor under the Securities or any
Affiliate of the Company or of such other obligor.

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

     "Periodic Offering" means an offering of Securities of a series from time
to time the specific terms of which Securities, including without limitation the
rate or rates of interest (or formula for determining the rate or rates of
interest), if any, thereon, the Stated Maturity or Maturities thereof and the
redemption provisions, if any, with respect thereto, are to be determined by the
Company or its agents upon the issuance of such Securities.

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

     "Place of Payment," when used with respect to the Securities of any series,
means the place or places where the principal of (and premium or Make-Whole
Amount, if any) and/or interest on the Securities of that series are payable,
where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served as specified as
contemplated by Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security, or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains, shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security or a
Security to which a mutilated, destroyed, lost or stolen coupon appertains.

                                        7
<Page>

     "Preferred Stock" means, with respect to any Person, all capital stock
issued by such Person that are entitled to a preference or priority over any
other capital stock issued by such Person with respect to any distribution of
such Person's assets, whether by dividend or upon any voluntary or involuntary
liquidation, dissolution or winding up.

     "Principal Subsidiary Banks" means Boston Private Bank & Trust Company and
Borel Private Bank & Trust Company and its successors (whether by consolidation,
merger, conversion, transfer of substantially all their assets and business or
otherwise) so long as such bank or any such successor is a Subsidiary.

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

     "Redemption Price," when used with respect to any Security to be redeemed,
means the price specified in the related Officers' Certificate or supplemental
indenture contemplated by and pursuant to Section 3.01 at which it is to be
redeemed pursuant to this Indenture.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 3.01.

     "Repayment Date" means, when used with respect to any Security to be
repaid, the date fixed for such repayment by or pursuant to this Indenture.

     "Repayment Price" means, when used with respect to any Security to be
repaid, the price at which it is to be repaid by or pursuant to this Indenture.

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

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture; provided, however, that if at any time there is more than one
Person acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Senior Indebtedness" of the Company means the principal of (and premium or
Make-Whole Amount, if any), and interest on (i) all indebtedness of the Company
for money borrowed, whether outstanding on the date of execution of this
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to rank junior in right of payment to the
Securities or to rank pari passu with the Securities and (ii) any deferrals,
renewals or extensions of any such Senior Indebtedness. The term "indebtedness
of the Company for money borrowed" as used in the foregoing sentence shall mean
any obligation of, or any

                                        8
<Page>

obligation guaranteed by, the Company for the repayment of money borrowed,
whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets.

     "Significant Subsidiary" means any Subsidiary which is a "significant
subsidiary" (as defined in Article I, Rule 1-02 of Regulation S-X, promulgated
under the Securities Act of 1933) of the Company.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

     "Subsidiary" means a Corporation more than 50% of the outstanding Voting
Stock of which is owned, directly or indirectly, by the Company and/or by one or
more of its Subsidiaries.

     "Termination Event" means (a) the promulgation of any rule or regulation or
the issuance of any interpretation by the Board of Governors of the Federal
Reserve System (or other Federal banking supervisor that shall at the time of
determination be the Company's primary Federal banking supervisor) that (i)
defines or describes the terms "general creditor" or "general creditors" or
"senior indebtedness" for purposes of its criteria for the inclusion of
subordinated debt of a bank holding company in capital, or otherwise defines or
describes the obligations to which subordinated debt of a bank holding company
must be subordinated for the debt to be included in capital, to include no
obligations other than those covered by the definition of "Senior Indebtedness,"
(ii) permits the Company to include the Securities in its capital if they were
subordinated in right of payment to Senior Indebtedness without regard to any
other obligations of the Company, (iii) otherwise eliminates the requirement
that subordinated debt of a bank holding company must be subordinated in right
of payment to the claims of its general creditors in order to be included in
capital or (iv) causes the Securities to be excluded from capital
notwithstanding the provisions of this Indenture referred to in Section 13.15 or
(b) any event that results in the Company not being subject to capital
requirements under the rules, regulations or interpretations of the Board of
Governors of the Federal Reserve System or other Federal banking supervisor.

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

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in
force at the date as of which this Indenture was executed, except as provided in
Section 9.05.

                                        9
<Page>

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

     "Voting Stock," when used with respect to a Corporation, means stock of the
class or classes having general voting power under ordinary circumstances to
elect at least a majority of the board of directors, managers or trustees of
such Corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

     SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

     SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

                                       10
<Page>

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

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

     SECTION 1.04 ACTS OF HOLDERS.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments or
record or both are delivered to the Trustee and, where it is hereby expressly
required, to the Company. Such instrument or instruments and any such record
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or
instruments or so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section. The record of any meeting of Holders of Securities shall be proved
in the manner provided in Section 15.06.

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

                                       11
<Page>

          (c) The ownership of Securities shall be proved by the Security
Register. As to any matter relating to beneficial ownership interests in any
Global Security, the appropriate depositary's records shall be dispositive for
purposes of this Indenture.

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

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

     SECTION 1.05 NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     to or with a Responsible

                                       12
<Page>

     Officer of the Trustee at its Corporate Trust Office, Attention: [Corporate
     Trust Administration];

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

          (3) either the Trustee or the Company, by the other party, shall be
     sufficient for every purpose hereunder if given by facsimile transmission,
     receipt confirmed by telephone followed by an original copy delivered by
     guaranteed overnight courier; if to the Trustee at facsimile number
     (404) 588-7335; and if to the Company at facsimile number (617) 912-4551.

     SECTION 1.06 NOTICE TO HOLDERS; WAIVER.

Where this Indenture provides for notice to Holders of any event, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not
later than the latest date, if any, and not earlier than the earliest date,
if any, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice mailed
to a Holder in the manner herein prescribed shall be conclusively deemed to
have been received by such Holder, whether or not such Holder actually
receives such notice.

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

                                       13
<Page>

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

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

     In case by reason of 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 by or with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

     SECTION 1.07 COMPLIANCE WITH TRUST INDENTURE ACT.

     This Indenture is subject to, and shall be governed by, the provisions of
the Trust Indenture Act that are required to be part of this Indenture. If any
provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this
Indenture, the latter provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that may
be so modified or excluded, the latter provision shall be deemed to apply to
this Indenture as so modified or to be excluded, as the case may be.

     SECTION 1.08 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

     SECTION 1.09 SUCCESSORS AND ASSIGNS.

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

     SECTION 1.10 SEPARABILITY CLAUSE.

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

                                       14
<Page>

     SECTION 1.11 BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than (a) the parties hereto, any Authenticating Agent,
any Paying Agent, any Securities Registrar, and their successors hereunder,
(b) the holders of Senior Indebtedness, (c) the Holders of Securities and
(d) subject to the final paragraph of Section 9.01, creditors in respect of
General Obligations, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

     SECTION 1.12 GOVERNING LAW.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York. This Indenture is subject to
the provisions of the TIA that are required to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.

     SECTION 1.13 LEGAL HOLIDAYS.

     Except as may be otherwise specified with respect to any particular
series, in any case where any Interest Payment Date, Redemption Date,
Repayment Date, sinking fund payment date, at Maturity or Stated Maturity of
any Security or the last date on which a Holder has the right to convert or
exchange a Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
other than a provision in the Securities of any series which specifically
states that such provision shall apply in lieu hereof) payment of interest or
principal (and premium or Make-Whole Amount, if any) or conversion or
exchange of such security need not be made at such Place of Payment on such
date, but (except as otherwise provided in the supplemental indenture with
respect to such Security) may be made on the next succeeding Business Day at
such Place of Payment with the same force and effect as if made on the
Interest Payment Date, Redemption Date, sinking fund payment date, at
Maturity or at the Stated Maturity, or the last date on which a Holder has
the right to convert or exchange a Security provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date, Repayment Date, sinking fund payment date, at Maturity or Stated
Maturity, as the case may be.

     SECTION 1.14 IMMUNITY OF STOCKHOLDERS, DIRECTORS, OFFICERS AND AGENTS
OF THE COMPANY.

     No recourse under or upon any obligation, covenant or agreement contained
in this Indenture, or in any Security, or because of any indebtedness evidenced
thereby, shall be had against any past, present or future stockholder, employee,
officer or director, as such, of the Company or of any successor, either
directly or through the Company or any successor, 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 Securities by the Holders and as
part of the consideration for the issue of the Securities.

                                       15
<Page>

     SECTION 1.15 COUNTERPARTS.

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

                          ARTICLE TWO - SECURITY FORMS

     SECTION 2.01 FORMS GENERALLY.

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Vote and set forth in an Officers' Certificate or established by one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Vote, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture.

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

     SECTION 2.02 FORM OF FACE OF SECURITY.

     [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER.]

                     BOSTON PRIVATE FINANCIAL HOLDINGS, INC.

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

No.____________________                                            [$]__________

     Boston Private Financial Holdings, Inc., a Corporation duly organized and
existing under the laws of Massachusetts (herein called the "Company," which
term includes any successor

                                       16
<Page>

Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to ____________________, or registered assigns, the principal
sum of ___________________ [Dollars] on ____________________. [If the Security
is to bear Interest prior to Maturity, insert: , and to pay interest thereon
from ____________________ or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, ____________________ on
____________________ and ____________________ in each year, commencing
____________________, at the rate of ____% per annum, until the principal hereof
is paid or made available for payment [If applicable insert: , and (to the
extent that the payment of such interest shall be legally enforceable) at the
rate of ____% per annum on any overdue principal and premium and on any overdue
installment of interest]. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the _____________________ or _________________
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture]. [If the Security is not to bear interest prior to Maturity,
insert: The Principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such default in payment to the date payment of such principal has been made or
duly provided for. Interest on any overdue principal shall be payable on demand.
Any such interest on any overdue principal that is not so paid on demand shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium or Make-Whole Amount, if any) and
[if applicable, insert: any such] interest on this Security will be made at the
office or agency of the Company maintained for that purpose in ________________,
in such coin or currency [of the United States of America] as at the time of
payment is legal tender for payment of public and private debts [if applicable,
insert: ; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

     [If applicable, insert: [The Securities of this series are/This Security
is] subject to redemption prior to the Stated Maturity as described on the
reverse hereof.]

                                       17
<Page>

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

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

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

Dated:                                              BOSTON PRIVATE FINANCIAL
                                                    HOLDINGS, INC.

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

Attest:

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

     SECTION 2.03 FORM OF REVERSE OF SECURITY.

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of ________ __, 2002 (herein called
the "Indenture"), between the Company and SunTrust Bank, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee, the holders of Senior Indebtedness and the Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on the face
hereof [, limited in aggregate principal amount to [$]_____________]. By the
terms of the Indenture, additional Securities
[if applicable, insert: of this series and] of other separate series, which
may vary as to date, amount, Stated Maturity, interest rate or method of
calculating the interest rate and in other respects as therein provided, may
be issued in an unlimited principal amount.

     The Indebtedness evidenced by the Securities is, to the extent and in the
manner provided in the Indenture referred to above, subordinate and subject in
right of payment to the prior payment in full of the principal of (and premium
or Make-Whole Amount, if any), and interest on all Senior Indebtedness of the
Company, as defined in the Indenture, and each Holder of this Security, by
accepting the same, agrees to and shall be bound by the provisions of the
Indenture and authorizes and directs the Trustee on his behalf to take such
action as may be necessary or

                                       18
<Page>

appropriate to acknowledge or effectuate the subordination of this Security as
provided in the Indenture and appoints the Trustee his or her attorney-in-fact
for any and all such purposes.

     The indebtedness evidenced by this Security is issued subject to the
provisions of the Indenture regarding payments to creditors in respect of
General Obligations (as defined in the Indenture). In particular, the Indenture
provides that if upon the occurrence of certain events of bankruptcy or
insolvency relating to the Company, there remains, after giving effect to the
subordination provisions referred to in the preceding paragraph, any amount of
cash, property or securities available for payment or distribution in respect of
Securities (as defined in the Indenture, "Excess Proceeds"), and if, at such
time, any creditors in respect of General Obligations have not received payment
in full of all amounts due or to become due on or in respect of such General
Obligations, then such Excess Proceeds shall first be applied to pay or provide
for the payment in full of such General Obligations before any payment or
distribution may be made in respect of Securities. This paragraph shall
immediately and automatically terminate, be null and void ab initio and have no
further effect upon the occurrence of a Termination Event (as defined in the
Indenture).

     [If applicable, insert: [The Securities of this series are/This Security
is] subject to redemption prior to the Stated Maturity hereof upon not less than
30 days' notice by mail to the Person[s] in whose name[s] [the Securities to be
redeemed are/this Security is] registered at the address specified in the
Security Register, [if applicable, insert: (1) on ____________________ in any
year commencing with the year ________ and ending with the year __________
through operation of the sinking fund for this series at a Redemption Price
equal to 100% of the principal amount, and (2)] at any time [on or after
____________________], as a whole or in part, at the election of the Company, at
the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before ____________________, ____%, and if redeemed]
during the 12-month period beginning ____________________ of the year indicated,

<Table>
<Caption>
                         REDEMPTION                            REDEMPTION
             YEAR          PRICE            YEAR                 PRICE
             ----          -----            ----                 -----
             <S>         <C>                <C>                <C>
</Table>

and thereafter at a Redemption Price equal to ____% of the principal amount, [if
applicable, insert: together in the case of any such redemption [if there is a
sinking fund, insert: (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to such
Redemption Date will be payable to the [Holders of such Securities/Holder of
this Security] (or one or more Predecessor Securities) of record at the close of
business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture]. [If there is no sinking fund, insert: [The
Securities of this series are/This Security is] not subject to any sinking
fund.]

     [If applicable, insert: [The Securities of this series are/This Security
is] subject to redemption prior to the Stated Maturity hereof upon not less than
30 days' notice by mail to the

                                       19
<Page>

Person[s] in whose name[s] [the Securities to be redeemed are/this Security is]
registered at the address specified in the Security Register, (1) on
____________________ in any year commencing with the year __________ and ending
with the year __________ through operation of the sinking fund for this series
at the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after ____________________], as a whole or in part,
at the election of the Company, at the Redemption Prices for redemption
otherwise than through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below: If redeemed during the
12-month period beginning ____________________ of the years indicated,

<Table>
<Caption>
                                                           REDEMPTION PRICE FOR
                       REDEMPTION PRICE FOR                     REDEMPTION
                        REDEMPTION THROUGH                    OTHERWISE THAN
                         OPERATION OF THE                  THROUGH OPERATION OF
          YEAR             SINKING FUND                      THE SINKING FUND
          ----             ------------                      ----------------
          <S>          <C>                                 <C>
</Table>

and thereafter at a Redemption Price equal to ____% of the principal amount [if
applicable, insert: together in the case of any such redemption (whether through
operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, provided, however, that installments of interest whose Stated
Maturity is on or prior to such Redemption Date will be payable to the [Holders
of such Securities/Holder of such Security] (or one or more Predecessor
Securities) of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture].]

     [Notwithstanding the foregoing, the Company may not, prior to
____________________, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ____% per annum.]

     [The sinking fund for this series provides for the redemption on
____________________ in each year beginning with the year _________ and ending
with the year _________ of [not less than] [$]_________ [("mandatory sinking
fund") and not more than [$]_________] aggregate principal amount of Securities
of this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made -- in
the inverse order in which they become due.]]

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor of an authorized denomination for
the unredeemed portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.]

                                       20
<Page>

     [If the Security is not an Original Issue Discount Security, -- If an Event
of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may (subject to the
conditions set forth in the Indenture) be declared due and payable in the manner
and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, -- If an Event of
Default with respect to Securities of this series shall occur and be continuing,
a lesser amount than the principal amount due at the Stated Maturity of the
Securities of this series may (subject to the conditions set forth in the
Indenture) be declared due and payable in the manner and with the effect
provided in the Indenture. The amount due and payable on this Security in the
event that this Security is declared due and payable prior to the Stated
Maturity hereof shall be -- insert formula for determining the amount -- or in
the event that this Security is redeemed shall be the specified percentage of --
insert formula for determining the amount. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the
Securities of this series shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities at the time Outstanding of each series to be affected and, for
certain purposes, without the consent of the Holders of any Securities at the
time Outstanding. The Indenture also contains provisions permitting the Holders
of specified percentages in aggregate principal amount of the Securities of each
series at the time Outstanding, on behalf of the Holders of all Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

     [If the Security is an Original Issue Discount Security, -- In determining
whether the Holders of the requisite principal amount of the Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver under the Indenture or whether a quorum is present at a
meeting of Holders of Securities, the principal amount of any Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount of
the principal thereof that would be due and payable as of the date of such
determination upon the acceleration of the Maturity thereof.]

     Subject to (i) the rights of holders of Senior Indebtedness of the
Company set forth in this Security and as provided in the Indenture referred
to above and (ii) the rights of creditors in respect of General Obligations,
no reference herein to the Indenture and no provision of this Security or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium or
Make-Whole Amount, if any) and interest on this Security at the times, place
and rate, and in the coin or currency, herein prescribed.

                                       21
<Page>

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium or
Make-Whole Amount, if any) and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Securities of this series and of like tenor of authorized
denomination and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of [$1,000] and any amount in excess thereof which is
an integral multiple of [$1,000]. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.

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

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

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

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

     SECTION 2.04 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

     This is one of the Securities of the series designated herein and issued
pursuant to the within-mentioned Indenture.

                                                    ---------------------------,
                                                    as Trustee

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

                                       22
<Page>

     SECTION 2.05 FORM OF LEGEND FOR GLOBAL SECURITIES.

If Securities of or within a series are issuable in the form of one or more
Global Securities, then, notwithstanding the provisions of Section 3.02, any
such Global Security or Securities may provide that it or they shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding Securities
of such series represented thereby may from time to time be increased or
decreased to reflect exchanges. Any endorsement of any Global Security to
reflect the amount, or any increase or decrease in the amount, or changes in the
rights of Holders thereof, of Outstanding Securities represented thereby shall
be made (or caused to be made) by the Trustee in such manner or by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 3.03 or 3.04. Subject to the provisions of
Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and
redeliver any Global Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or 3.04
has been, or simultaneously is, delivered, any instructions by the Company with
respect to endorsement or delivery or redelivery of a Global Security shall be
in writing but need not comply with Section 1.02 and need not be accompanied by
an Opinion of Counsel.

     The provisions of the last sentence of Section 3.03 shall apply to any
Security represented by a Global Security if such Security was never issued and
sold by the Company and the Company delivers to the Trustee the Global Security
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Opinion of Counsel) with regard to the reduction
in the principal amount of Securities represented thereby, together with the
written statement contemplated by the last sentence of Section 3.03.

     Notwithstanding the provisions of Section 3.07, unless otherwise specified
as contemplated by Section 3.01, payment of principal of and any premium or
Make-Whole Amount, if any, and interest on any Global Security in permanent
global form shall be made to the registered Holder thereof.

     Notwithstanding the provisions of Section 3.08 and except as provided in
the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a permanent Global Security in the case
of a permanent Global Security in registered form, the Holder of such
permanent Global Security in registered form.

     Any Global Security authenticated and delivered hereunder shall bear a
legend in substantially the following form or such similar form as may be
required by the Depositary:

          "This Security is a Global Security within the meaning set forth in
     the Indenture hereinafter referred to and is registered in the name of a
     Depositary or a nominee of a Depositary. This Security is exchangeable for
     Securities registered in the name of a Person other than the Depositary or
     its nominee only in the limited circumstances described in the Indenture,
     and no transfer of this Security (other than a transfer of this

                                       23
<Page>

     Security as a whole by the Depositary to a nominee of the Depositary or by
     a nominee of the Depositary to the Depositary or another nominee of the
     Depositary) may be registered except in such limited circumstances."

                         ARTICLE THREE - THE SECURITIES

     SECTION 3.01 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

     The Securities may be issued in one or more series. There shall be
established by or pursuant to authority granted by one or more Board Votes and,
subject to Section 3.03, set forth, or determined in the manner provided, in an
Officers' Certificate, or established in one or more indentures supplemental
hereto, prior to the initial issuance of Securities of any series:

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or upon conversion of, or in exchange for, or in lieu of,
     other Securities of the series pursuant to Sections 3.04, 3.05, 3.06, 9.06
     or 11.07 and except for any Securities which, pursuant to Section 3.03, are
     deemed never to have been authenticated and delivered hereunder);

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

          (4) the date or dates on which the principal or installments of
     principal of the Securities of the series is payable and any rights to
     extend such date or dates;

          (5) the rate or rates (which may be fixed or variable) at which the
     Securities of the series shall bear interest, if any, or the formula
     pursuant to which such rate or rates shall be determined, the date or dates
     from which such interest shall accrue, the Interest Payment Dates on which
     such interest shall be payable and the Regular Record Date for the interest
     payable on any Interest Payment Date;

          (6) the place or places where the principal of (and premium or
     Make-Whole Amount, if any) and interest on Securities of the series shall
     be payable, any Securities of the series may be surrendered for
     registration of transfer or exchange and notices and

                                       24
<Page>

     demands to or upon the Company with respect to the Securities of the series
     and this Indenture may be served;

          (7) the period or periods within which, the price or prices at which
     and the terms and conditions upon which Securities of the series may be
     redeemed, in whole or in part, at the option of the Company;

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

          (9) if other than denominations of $1,000 or any amount in excess
     thereof which is an integral multiple of $1,000, the denominations in which
     Securities of the series shall be issuable;

          (10) the currency, currencies or currency units in which payment of
     the principal of and any premium and interest on any Securities of the
     series shall be payable if other than the currency of the United States of
     America, the manner of determining the U.S. dollar equivalent of the
     principal amount thereof for purposes of the definition of "Outstanding" in
     Section 1.01, and, if the principal of or any premium or Make-Whole Amount
     or interest on any Securities of the series is to be payable, at the
     election of the Company or a Holder thereof, in one or more currencies or
     currency units other than that or those in which the Securities are stated
     to be payable, the currency, currencies or currency units in which payment
     of the principal of and any premium and interest on Securities of such
     series as to which such election is made shall be payable, and the periods
     within which and the terms and conditions upon which such election is to be
     made;

          (11) if the amount of payments of principal of (and any premium or
     Make-Whole Amount, if any, including any amount due upon redemption, if
     any) and interest, if any, on any Securities of the series may be
     determined with reference to an index, the manner in which such amounts
     shall be determined;

          (12) any other event or events of default applicable with respect to
     Securities of the series in addition to or in lieu of those provided in
     Section 5.01(1)-(2);

          (13) if less than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     5.02;

          (14) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, if so, (a) the
     Depositary with respect to such Global Security or Securities and (b) the
     circumstances under which any such Global Security may be exchanged for
     Securities registered in the name of, and any transfer of such Global
     Security may be registered to, a Person other than such Depositary or its
     nominee, if other than as set forth in Section 3.05; and

                                       25
<Page>

          (15) the Make-Whole Amount, if any, or method for determining the
          Make-Whole Amount, if any, payable with respect to such Securities,
          and the terms upon which such amount, if any, will be payable;

          (16) if the amount of payments of principal of (and premium or
          Make-Whole Amount, if any, including any amount due upon redemption,
          if any) or interest, if any, on such Securities may be determined with
          reference to an index, formula or other method (which index, formula
          or method may, but need not be, based on the yield on or trading price
          of other securities, including United States Treasury securities or on
          a currency, currencies, currency unit or units, or composite currency
          or currencies) and the manner in which such amounts shall be
          determined;

          (17) if the principal of (and premium or Make-Whole Amount, if any) or
          interest on the Securities of the series are to be payable, at the
          election of the Company or a Holder thereof, in a currency or
          currencies, currency unit or units or composite currency or currencies
          other than that in which such Securities are denominated or stated to
          be payable, the period or periods within which, and the terms and
          conditions upon which, such election may be made, and the time and
          manner of, and identity of the exchange rate agent with responsibility
          for, determining the exchange rate between the currency or currencies,
          currency unit or units or composite currency or currencies in which
          such Securities are denominated or stated to be payable and the
          currency or currencies, currency unit or units or composite currency
          or currencies in which such Securities are to be so payable;

          (18) provisions, if any, granting special rights to the Holders of
          Securities of the series upon the occurrence of such events as may be
          specified;

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

          (20) if and under what circumstances the Company will pay any
          additional amounts on such Securities in respect of any tax,
          assessment or governmental charge and, if so, whether the Company will
          have the option to redeem such Securities in lieu of making such
          payment;

                                       26
<Page>

          (21) the applicability, if any, of the Defeasance and Covenant
          Defeasance provisions of Article Thirteen hereof to the Securities of
          the series;

          (22) the obligation, if any, of the Company to permit the conversion
          of the Securities of such series into Common Stock or Preferred Stock,
          as the case may be, and the terms and conditions upon which such
          conversion shall be effected (including, without limitation, the
          initial conversion price or rate, the conversion period, any
          adjustment of the applicable conversion price, any applicable
          limitations on the ownership or transferability of Common Stock or
          Preferred Stock receivable on conversion, and any requirements
          relative to the reservation of such shares for purposes of
          conversion);

          (23) if the Securities of such series are to be issuable in definitive
          form (whether upon original issue or upon exchange of a temporary
          Security of such series) only upon receipt of certain certificates or
          other documents or satisfaction of other conditions, then the form
          and/or terms of such certificates, documents or conditions;

                                       27
<Page>

          (24) designation of the Trustee, if different from the Trustee under
          the Indenture, with respect to such series and the terms applicable to
          such Trustee (which shall be accepted by such Trustee by its execution
          and delivery of a supplemental indenture as provided therein);

          (25) applicable CUSIP Numbers; and

          (26) any other terms of the series (which terms shall not be
          inconsistent with the provisions of this Indenture, except as
          permitted by Section 9.01(4)).

     All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical except as to denomination
and except as may otherwise be provided by or pursuant to the Board Vote
referred to above and, subject to Section 3.03, set forth, or determined in the
manner provided, in the Officers' Certificate referred to above or in any such
indenture supplemental hereto. All Securities of any one series need not be
issued at the same time and, unless otherwise provided, a series may be
reopened, without the consent of the Holders, for issuances of additional
Securities of such series.

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

     With respect to Securities of a series offered in a Periodic Offering, such
Board Vote and Officers' Certificate or supplemental indenture may provide
general terms or parameters for Securities of such series and provide either
that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be determined by the
Company or its agents in accordance with other procedures specified in a Company
Order as contemplated by the third paragraph of Section 3.03.

     SECTION 3.02 DENOMINATIONS.

     The Securities of each series shall be issued in registered form without
coupons in such denominations as shall be specified as contemplated by Section
3.01. In the absence of any such provisions with respect to the Securities of
any series, the Securities of such series, other than Global Securities (which
may be of any denomination), shall be issuable in denominations of $1,000 or any
amount in excess thereof which is an integral multiple of $1,000.

     SECTION 3.03 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its President or one of its Vice Presidents, under its corporate
seal affixed thereto or reproduced thereon attested by its Secretary or one of
its Assistant Secretaries. The signature of any of these officers on the
Securities may be manual or facsimile signatures of the present or any future
such authorized officer and may be imprinted or otherwise reproduced on the
Securities.

     Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such

                                       28
<Page>

individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, or, in the case of Securities
offered in a Periodic Offering, from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing by the Company) acceptable to the Trustee as may be
specified from time to time by a Company Order for establishing the specific
terms of particular Securities being so offered, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established by or
pursuant to one or more Board Votes as permitted by Sections 2.01 and 3.01, in
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon, an Opinion of Counsel stating:

               (a) that the form or forms of such Securities have been
     established in conformity with the provisions of this Indenture;

               (b) that the terms of such Securities have been established in
     conformity with the provisions of this Indenture;

               (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company, enforceable in accordance with
     their terms, subject to applicable bankruptcy, insolvency, fraudulent
     transfer, reorganization and other similar laws of general applicability
     relating to or affecting the enforcement of creditors' rights and to
     general equity principles;

               (d) that authentication and delivery of such Securities and the
     execution and delivery of the supplemental indenture, if any, by the
     Trustee will not violate the terms of the Indenture;

               (e) that the Company has the corporate power to issue such
     Securities, and has duly taken all necessary corporate action with respect
     to such issuance; and

               (f) that the issuance of such Securities will not contravene the
     certificate of organization or by-laws of the Company or result in any
     violation of any of the terms or provisions of any law or regulation or of
     any indenture, mortgage or other agreement known to such Counsel by which
     the Company is bound;

provided, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of Securities of such
series and that the opinions described in clauses (b) and (c) above may state,
respectively, that

                                       29
<Page>

               (a) if the terms of such Securities are to be established
     pursuant to a Company Order or pursuant to such procedures as may be
     specified from time to time by a Company Order, all as contemplated by a
     Board Vote or action taken pursuant thereto, such terms will have been duly
     authorized by the Company and established in conformity with the provisions
     of this Indenture; and

               (b) that such Securities, when executed by the Company,
     completed, authenticated and delivered by the Trustee in accordance with
     this Indenture, and issued and delivered by the Company and paid for, all
     in accordance with any agreement of the Company relating to the offering,
     issuance and sale of such Securities, will constitute valid and legally
     binding obligations of the Company, enforceable in accordance with their
     terms, subject to bankruptcy, insolvency, reorganization, moratorium and
     other laws relating to or affecting generally the enforcement of creditors'
     rights and to general principles of equity.

     With respect to Securities of a series offered in a Periodic Offering, the
Trustee may rely, as to the authorization by the Company of any of such
Securities, the form and terms thereof and the legality, validity, binding
effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 2.01 and 3.01 and this Section 3.05, as
applicable, in connection with the first authentication of Securities of such
series and it shall not be necessary for the Company to deliver such Opinion of
Counsel and other documents (except as may be required by the specified other
procedures, if any, referred to above) at or prior to the time of authentication
of each Security of such series unless and until the Trustee receives notice
that such Opinion of Counsel or other documents have been superseded or revoked,
and may assume compliance with any conditions specified in such Opinion of
Counsel (other than any conditions to be performed by the Trustee). If such form
or terms have been so established, the Trustee shall not be required to
authenticate such Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or immunities under the
Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.

     Each Security shall be dated the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder and is entitled to the
benefits of this Indenture. Notwithstanding the foregoing, if any Security
(including a Global Security) shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
3.09 together with a written statement (which need not comply with Section 1.02
and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

                                       30
<Page>

     SECTION 3.04 TEMPORARY SECURITIES.

          (a) Pending the preparation of definitive Securities of any series,
the Company may execute, and upon Company Order the Trustee shall
authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Securities in lieu of which they are issued, in registered form and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities. In the case of Securities of any series, such
temporary Securities may be in global form.

     Except in the case of temporary Global Securities (which shall be exchanged
as otherwise provided herein or as otherwise provided in or pursuant to a Board
Vote or supplemental indenture pursuant to Section 3.01), if temporary
Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary Securities of
such series shall be exchangeable for definitive Securities of like tenor of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in any Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series and of like tenor and of any authorized
denominations. Until so exchanged, the temporary Securities of any series shall
in all respects be entitled to the same benefits under this Indenture as
definitive Securities of such series and tenor.

          (b) Unless otherwise provided in or pursuant to a Board Vote or
supplemental indenture pursuant to Section 3.01, the following provisions of
this Section 3.04(b) shall govern the exchange of temporary Securities other
than through the facilities of the DTC. If any such temporary Security is issued
in global form, then such temporary Global Security shall, unless otherwise
provided therein, be delivered to the London office of a depositary or common
depositary upon and pursuant to written direction of the Company (the "Common
Depositary"), for the benefit of Euroclear and Clearstream, for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary Global Security, executed by the Company. On or after
the Exchange Date, such temporary Global Security shall be surrendered by the
Common Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary Global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary Global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary Global Security shall be in registered form, permanent

                                       31
<Page>

global registered form, or any combination thereof, as specified as contemplated
by Section 3.01, and, if any combination thereof is so specified, as requested
by the beneficial owner thereof (as directed by or pursuant to information
provided by the Common Depositary); PROVIDED, HOWEVER, that, unless otherwise
specified in such temporary Global Security, upon such presentation by the
Common Depositary, such temporary Global Security shall be accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary Global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by Clearstream as to the portion of such temporary Global Security held
for its account then to be exchanged, in such form as may be established
pursuant to Section 3.01.

     Unless otherwise specified in such temporary Global Security, the interest
of a beneficial owner of Securities of a series in a temporary Global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date when the account holder instructs Euroclear or
Clearstream, as the case may be, to request such exchange on his behalf and
delivers to Euroclear or Clearstream, as the case may be, a certificate in the
form as may be established pursuant to Section 3.01, dated no earlier than 15
days prior to the Exchange Date, copies of which certificate shall be available
from the offices of Euroclear and Clearstream, the Trustee, any Authenticating
Agent appointed for such series of Securities and each Paying Agent. Unless
otherwise specified in such temporary Global Security, any such exchange shall
be made free of charge to the beneficial owners of such temporary Global
Security, except that a Person receiving definitive Securities must bear the
cost of insurance, postage, transportation and the like unless such Person takes
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream.

     Until exchanged in full as hereinabove provided, the temporary Securities
of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary Global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on such
Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee
of a certificate or certificates in such forms as may be established pursuant to
Section 3.01, for credit without further interest on or after such Interest
Payment Date to the respective accounts of Persons who are the beneficial owners
of such temporary Global Security on such Interest Payment Date and who have
each delivered to Euroclear or Clearstream, as the case may be, a certificate
dated no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form as may be established pursuant to Section
3.01. Notwithstanding anything to the contrary herein contained, the
certifications made pursuant to this paragraph shall satisfy the certification
requirements of the preceding two paragraphs of this Section 3.04(b) and of the
third paragraph of Section 3.03 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary Global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the

                                       32
<Page>

Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners. Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary Global Security will be
made unless and until such interest in such temporary Global Security shall have
been exchanged for an interest in a definitive Security. Any interest so
received by Euroclear and Clearstream and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

     SECTION 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee or in any office or agency of the Company in a Place of Payment a
register for each series of Securities (the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. The
Trustee is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided. In the event that the
Trustee shall cease to be Security Registrar, it shall have the right to
examine, and be provided a copy of, the Security Register at all reasonable
times.

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

     At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a
like aggregate principal amount, bearing a number not contemporaneously
outstanding, and containing identical terms and provisions, upon surrender of
the Securities to be exchanged at the office or agency of the Company in any
Place of Payment for such series. Whenever any Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

                                       33
<Page>

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     The Company may but shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
11.03 and ending at the close of business on the day of such mailing, or (ii) to
register the transfer of or exchange any Security so selected for redemption in
whole or in part, except the unredeemed portion of any Security being redeemed
in part.

     Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any Global Security shall be exchangeable pursuant
to this Section 3.05 for Securities registered in the name of Persons other than
the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, (ii) the Company executes and
delivers to the Trustee

                                       34
<Page>

a Company Order that such Global Security shall be so exchangeable or
(iii) there shall have occurred and be continuing an Event of Default with
respect to the Securities of such series. Upon the occurrence in respect of any
Global Security of any series of any one or more of the conditions specified in
clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as
may be specified as contemplated by Section 3.01 for such series, such Global
Security may be exchanged for Securities not bearing the legend specified in
Section 2.05 and registered in the name of such Person as may be specified by
the Depositary (including Persons other than the Depositary).

     Notwithstanding any other provision of this Indenture, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary, or by a nominee of such Depositary, to
such Depositary, or another nominee of such Depositary.

     SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

     If any mutilated Security is surrendered to the Trustee, or the Company,
together with, in the proper case, such security or indemnity as may be required
by the Company or the Trustee to save each of them or any agent of either of
them harmless, the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Security of the same series and of like tenor
and principal amount.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its written request the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

                                       35
<Page>

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

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

     SECTION 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such Interest Payment Date; PROVIDED, HOWEVER, that
each installment of interest on any Security may at the Company's option be paid
by (i) mailing a check for such interest, payable to or upon the written order
of the Person entitled thereto pursuant to Section 308, to the address of such
Person as it appears on the Security Register or (ii) transfer to an account
maintained by the payee located inside the United States.

     Unless otherwise provided as contemplated by Section 3.01, every permanent
global Security will provide that interest, if any, payable on any Interest
Payment Date will be paid to DTC, Euroclear and/or Clearstream, as the case may
be, with respect to that portion of such permanent global Security held for its
account by Cede & Co. or the Common Depositary, as the case may be, for the
purpose of permitting such party to credit the interest received by it in
respect of such permanent global Security to the accounts of the beneficial
owners thereof.

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

                                       36
<Page>

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

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

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of, any other Security

                                       37
<Page>

shall carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

     SECTION 3.08 PERSONS DEEMED OWNERS.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered in the Security Register as the
owner of such Security for the purpose of receiving payment of principal of (and
premium or Make-Whole Amount, if any) and (subject to Section 3.07) interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary. All such
payments so made to any such Person, or upon such Person's order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for money payable upon any such Security.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary (or its nominee) shall have any rights under this
Indenture with respect to such Global Security or any Security represented
thereby, and such Depositary may be treated by the Company, the Trustee, and any
agent of the Company or the Trustee as the owner of such Global Security or any
Security represented thereby for all purposes whatsoever. Notwithstanding the
foregoing, with respect to any Global Security, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as Holder of any Security.

     SECTION 3.09 CANCELLATION

     All Securities surrendered for payment redemption, repayment, registration
of transfer, conversion or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee and shall be promptly cancelled by it. The Company may at any
time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. If the
Company shall so acquire any of the Securities, however, such acquisition shall
not operate as a redemption or satisfaction of the indebtedness represented by
such Securities unless and until the same are surrendered to the Trustee for
cancellation. No Securities shall be

                                       38
<Page>

authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be destroyed unless otherwise directed by a
Company Order.

     SECTION 3.10 COMPUTATION OF INTEREST.

     Except as otherwise specified as contemplated by Section 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 3.11 PAYMENT TO BE IN PROPER CURRENCY.

     In the case of any Securities denominated in any currency (the "Required
Currency") other than United States Dollars, except as otherwise provided
therein, the obligation of the Company to make any payment of principal, premium
or Make-Whole Amount or interest thereon shall not be discharged or satisfied by
any tender by the Company, or recovery by the Trustee, in any currency other
than the Required Currency, except to the extent that such tender or recovery
shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency
other than the Required Currency, the Trustee may take such actions as it
considers appropriate to exchange such currency for the Required Currency. The
costs and risks of any such exchange, including without limitation the risks of
delay and exchange rate fluctuation, shall be borne by the Company, the Company
shall remain fully liable for any shortfall or delinquency in the full amount of
Required Currency then due and payable, and in no circumstances shall the
Trustee be liable therefor except in the case of its gross negligence or willful
misconduct. The Company hereby waives any defense of payment based upon any such
tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of Required Currency then due and payable.

     SECTION 3.12 CUSIP NUMBERS.

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

                    ARTICLE FOUR - SATISFACTION AND DISCHARGE

     SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE.

     This Indenture shall upon Company Request cease to be of further effect
with respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee,

                                       39
<Page>

upon receipt of a Company Order, and at the expense of the Company, shall
execute proper instruments in form and substance satisfactory to the Trustee and
the Company acknowledging satisfaction and discharge of this Indenture as to
such series, when:

          (1) either

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

                    (ii) all Securities of such series not theretofore delivered
          to the Trustee for cancellation

                         (A) have become due and payable,

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

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

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

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.11 and, if money shall
have been deposited with the

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Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations
of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall
survive.

     SECTION 4.02 APPLICATION OF TRUST MONEY.

     Subject to provisions of the last paragraph of Section 10.03, all money
deposited with the Trustee pursuant to Section 4.01 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium or
Make-Whole Amount, if any) and interest for whose payment such money has been
deposited with or received by the Trustee but such money need not be segregated
from other funds except to the extent required by law.

                             ARTICLE FIVE - REMEDIES

     SECTION 5.01 EVENTS OF DEFAULT

     "Event of Default," wherever used herein with respect to Securities of any
series, and unless otherwise provided with respect to Securities of any series
pursuant to Section 3.01(12), means any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (1) default in the payment of any interest upon any Security of that
          series when it becomes due and payable, and continuance of such
          default for a period of 30 days;

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

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

          (4) default in the performance, or breach, of any covenant or warranty
          of the Company in this Indenture with respect to any Security of that
          series (other than a covenant or warranty a default in whose
          performance or whose breach is elsewhere in this Section specifically
          dealt with or which has expressly been included in this Indenture
          solely for the benefit of series of one or more Securities other than
          that series), and continuance of such default or breach for a period
          of 60 days after there has been given, by registered or certified
          mail, to the Company by the Trustee or to the Company and the Trustee
          by the Holders of at least 25% in aggregate principal amount of the
          Outstanding Securities of that series a written notice specifying such
          default or breach and requiring it to be remedied and stating that
          such notice is a "Notice of Default" hereunder;

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          (5) an event of default, as defined in any indenture or instrument
          under which the Company or a Principal Subsidiary Bank has at the date
          of this Indenture or shall hereafter have outstanding any indebtedness
          for borrowed money in an aggregate principal amount exceeding
          $5,000,000, shall happen and be continuing and such indebtedness shall
          either have become due and payable by its terms but not been paid or
          shall have been accelerated so that the same shall be or become due
          and payable prior to the date on which the same would otherwise have
          become due and payable and such payment default shall not be cured or
          such acceleration shall not be rescinded or annulled within 60 days
          after there has been given, by registered or certified mail, to the
          Company by the Trustee or to the Company and the Trustee by the
          Holders of at least 25% in aggregate principal amount of the
          Outstanding Securities of that series a written notice specifying such
          default or breach and requiring it to be remedied and stating that
          such notice is a "Notice of Default" hereunder, provided, however,
          that if, prior to a declaration of acceleration of the Maturity of the
          Securities of any series or the entry of judgment in favor of the
          Trustee in a suit pursuant to Section 5.03, such event of default
          under such indenture or instrument shall be remedied or cured by the
          Company or such Principal Subsidiary Bank or waived by the holders of
          such indebtedness, then the Event of Default hereunder by reason
          thereof shall be deemed likewise to have been thereupon remedied,
          cured or waived without further action upon the part of either the
          Trustee or any of the Holders of Securities of such series;

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

          (7) the commencement by the Company or a Principal Subsidiary Bank of
          a voluntary case or proceeding under any applicable federal or state
          bankruptcy, insolvency, reorganization or other similar law or of any
          other case or proceeding to be adjudicated bankrupt or insolvent, or
          the consent by it to the entry of a decree or order for relief in
          respect of the Company or a Principal Subsidiary Bank in an
          involuntary case or proceeding under any applicable federal or state
          bankruptcy, insolvency, reorganization or other similar law or to the
          commencement of any bankruptcy or insolvency case or proceeding
          against it, or the filing by it of a petition or answer or consent
          seeking reorganization or relief under any applicable federal or state
          law, or the consent by it to the filing of such

                                       42
<Page>

          petition or to the appointment of or taking possession by a custodian,
          receiver, liquidator, assignee, trustee, sequestrator or other similar
          official of the Company or a Principal Subsidiary Bank or of any
          substantial part of its property, or the making by it of an assignment
          for the benefit of creditors, or the admission by it in writing of its
          inability to pay its debts generally as they become due, or the taking
          of corporate action by the Company or a Principal Subsidiary Bank in
          furtherance of any such action; or

          (8) (A) the appointment by the Office of the Comptroller of the
          Currency (or other competent government agency having primary
          regulatory authority over the Principal Subsidiary Bank) under any
          applicable Federal or state banking, insolvency or other similar law
          now or hereafter in effect of a receiver, conservator or other similar
          official for a Principal Subsidiary Bank or for all or substantially
          all of its assets or (B) the entry of a decree or order in any case or
          proceeding under any applicable Federal or state banking, insolvency
          or other similar law now or hereafter in effect adjudging the
          Principal Subsidiary Bank insolvent or bankrupt, or appointing any
          receiver, conservator or other similar official for the Principal
          Subsidiary Bank or for all or substantially all of its assets, or
          ordering the winding up or liquidation of its affairs;

          (9) (A) the filing by the Principal Subsidiary Bank with the Office of
          the Comptroller of the Currency (or other competent government agency
          having primary regulatory authority over the Principal Subsidiary
          Bank) of a notice of voluntary liquidation or other similar action
          under any applicable Federal or state banking, insolvency or other
          similar law now or hereafter in effect or (B) the commencement by the
          Principal Subsidiary Bank of any case or proceeding under any
          applicable Federal or state banking, insolvency or other similar law
          now or hereafter in effect to be adjudicated insolvent or bankrupt or
          seeking the appointment of a receiver, conservator or other similar
          official for the Principal Subsidiary Bank or for all or substantially
          all of its assets, or the consent by the Principal Subsidiary Bank to
          the entry of a decree or order in any case or proceeding under Federal
          or state banking, insolvency or other similar laws adjudging the
          Principal Subsidiary Bank insolvent or bankrupt, or appointing any
          receiver, conservator or other similar official for the Principal
          Subsidiary Bank or for all or substantially all of its assets, or
          ordering the winding up or liquidation of its affairs, or the taking
          of any corporate action by the Principal Subsidiary Bank in
          furtherance of such action, or

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

     Upon receipt by the Trustee of any Notice of Default pursuant to Section
5.01 with respect to Securities of a series all or part of which is represented
by a Global Security, a record date shall be established for determining Holders
of Outstanding Securities of such series entitled to join in such Notice of
Default, which record date shall be at the close of business on the date the
Trustee receives such Notice of Default. The Holders on such record date, or
their duly designated proxies, and only such Persons, shall be entitled to join
in such Notice of Default,

                                       43
<Page>

whether or not such Holders remain Holders after such record date; provided,
that unless Holders of at least 10% in principal amount of the Outstanding
Securities of such series, or their proxies, shall have joined in such Notice of
Default prior to the day which is 90 days after such record date, such Notice of
Default 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 Notice of Default which is identical to a Notice of Default 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 5.01.

     SECTION 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

     If an Event of Default with respect to Outstanding Securities of any series
occurs and is continuing, then and in every such case the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Outstanding Securities
of that series may declare the principal amount (or, if any of the Securities of
that series are Original Issue Discount Securities, such lesser portion of the
principal amount of such Securities as may be specified in the terms thereof) of
all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal amount (or specified portion thereof)
shall become immediately due and payable.

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

          (1) the Company has paid or deposited with the Trustee a sum
     sufficient to pay in the Required Currency (except as otherwise
     specified pursuant to Section 301 for the Securities of such series),

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium or Make-Whole Amount, if any,
          on) any Securities of that series which have become due otherwise than
          by such declaration of acceleration and interest thereon at the rate
          or rates prescribed therefor in such Securities.

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

               (D) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel, and any other amounts due the Trustee
          under Section 6.07;

               and

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<Page>

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

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

     Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be 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 written
notice of declaration of acceleration, or rescission or annulment thereof as the
case may be, that is identical to a written notice 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 5.02.

     SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE

     The Company covenants that if:

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

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

          (3) default is made in the performance of any covenant or a breach
     occurs in any warranty of the Company in this Indenture (other than a
     covenant or warranty a default in whose performance or whose breach is
     elsewhere in this Section specifically dealt with or which has expressly
     been included in this Indenture solely for the benefit of a series of one
     or more Securities other than that series), and such default or breach
     continues for a period of 60 days after there has been given, by registered
     or certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in aggregate principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder, the Company will, upon

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<Page>

          demand of the Trustee, pay to it, for the benefit of the Holders of
          such Securities, the whole amount then due and payable on such
          Securities for principal (and premium or Make-Whole Amount, if any)
          and interest and, to the extent that payment of such interest shall be
          legally enforceable, interest on any overdue principal (and premium or
          Make-Whole Amount, if any) and on any overdue interest, at the rate or
          rates prescribed therefor in such Securities, and, in addition
          thereto, such further amount as shall be sufficient to cover the costs
          and expenses of collection, including the reasonable compensation,
          expenses, disbursements and advances of the Trustee, its agents and
          counsel.

          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, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

          Upon receipt by the Trustee of any Notice of Default pursuant to
Section 5.03(3) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the date the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 10% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default 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 Notice of Default which is
identical to a Notice of Default 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 5.03.

     SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
or any series shall then be due and payable as therein expressed or by
declaration or otherwise

                                       46
<Page>

and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue principal premium, Make-Whole Amount, if any
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, or such
               lesser amount as may be provided for in the Securities of such
               series, of principal (and premium or Make-Whole Amount, if any)
               or such portion of the principal amount of any series of Original
               Issue Discount Securities as may be specified in the terms of
               such series and interest owing and unpaid in respect of the
               Securities 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 any other amounts due the Trustee under Section
               6.07) and of the Holders 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 custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

     In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
Holders, and it shall not be necessary to make any Holders parties to any such
proceedings.

     SECTION 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and for any other amounts due
the Trustee under Section 6.07, be for the ratable benefit of the Holders of the
Securities in respect of which such judgment has been recovered.

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<Page>

     SECTION 5.06 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 (or premium or
Make-Whole Amount, if any) or interest, upon presentation of the Securities and
the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

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

          SECOND: To the payment of the amounts then due and unpaid for
     principal of (and premium or Make-Whole Amount, if any) and interest on the
     Securities in respect of which or for the benefit of which such money has
     been collected, ratably, without preference or priority of any kind,
     according to the aggregate amounts due and payable on such Securities for
     principal (and premium or Make-Whole Amount, if any) and interest,
     respectively, and

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

     SECTION 5.07 LIMITATION ON SUITS.

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

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

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

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

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

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

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

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     SECTION 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
OR MAKE-WHOLE AMOUNT AND INTEREST.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium or Make-Whole Amount, if any) and
(subject to Section 3.07) interest on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

     SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES.

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

     SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.

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

     SECTION 5.11 DELAY OR OMISSION NOT WAIVER.

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

     SECTION 5.12 CONTROL BY HOLDERS.

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

                                       49
<Page>

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

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

     Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or the exercise of any such
trust or power with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain after such record date; provided,
that unless Holders of a majority (or, in the case of Section 5.07(2), 25%) in
principal amount of the Outstanding Securities of such series shall have joined
in such notice prior to the day which is 90 days after such record date, such
notice 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
notice identical to a notice 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 5.12.

     SECTION 5.13 WAIVER OF PAST DEFAULTS.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series may, on behalf of the Holders of all
the Securities of such series, waive any past default hereunder with respect to
such series and its consequences, except a default,

          (1) in the payment of the principal of (or premium or Make-Whole
     Amount, if any) or interest on any Security of such series, or

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

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have waived
such default prior to the date which is 90 days after such record date, any such
waiver of such default previously given shall automatically and without further
action by any Holder be cancelled and of no further effect.

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

                                       50
<Page>

     SECTION 5.14 UNDERTAKING FOR COSTS.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section shall not apply to any suit
instituted by the Company, to any suit instituted by the Trustee, to any suit
instituted by any Holder, or group of Holders, holding in the aggregate more
than 10% in principal amount of the Outstanding Securities of any series, or to
any suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium or Make-Whole Amount, if any) or interest on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

     SECTION 5.15 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 benefits or advantages of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefits or advantages 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 SIX - THE TRUSTEE

     SECTION 6.01 CERTAIN DUTIES AND RESPONSIBILITIES.

     The provisions of TIA Section 315 shall apply to the Trustee.

     SECTION 6.02 NOTICE OF DEFAULTS.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, 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 or
Make-Whole Amount, if any) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interests of the Holders of
Securities of such series; and provided, further, that in the case of any
default of the character specified in Section 5.01(4)

                                       51
<Page>

with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" means any event which is, or after notice or
lapse of time or both would become, an Event of Default with respect to
Securities of such series.

     SECTION 6.03 CERTAIN RIGHTS OF TRUSTEE.

     Subject to the provisions of TIA Section 315(a) through 315(d):

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

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

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

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

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

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

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

                                       52
<Page>

          (h) 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, rights or powers conferred upon it by this Indenture; and

          (i) the Trustee shall not be required to expend or risk its own funds
or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

          (j) The Trustee's rights, powers, indemnities, immunities and
protections from liability and its rights to compensation and indemnification
in connection with the performance of its duties under this Indenture shall
extend to (1) the Trustee, whether serving in any other capacity hereunder,
including without limitation, in the capacity of Paying Agent, Securities
Registrar or Authenticating Agent, and (2) the Trustee's past, present or
future officers, directors, agents, employees and counsel who shall be deemed
third party beneficiaries hereunder. Such immunities and protections and
rights to indemnification, together with the Trustee's right to compensation,
shall survive the Trustee's resignation or removal, the discharge of this
Indenture and final payment of the Securities.

          (k) The Trustee shall have no responsibility for any information in
any offering document or other disclosure material distributed with respect
to any series of Securities, and the Trustee shall have no responsibility for
compliance with any state or federal securities laws in connection with the
Securities, other than the filing of any documents required to be filed by an
indenture trustee pursuant to the Trust Indenture Act.

          (l) Notwithstanding anything else herein contained, whenever any
provision of this Indenture indicates that any confirmation of a condition or
event is qualified by the words "to the knowledge of the Trustee" or "known
to the Trustee" or "of which the Trustee actually knows" or other words of
similar meaning, said words shall mean and refer to the current awareness of
one or more Responsible Officers of the Trustee who are located at its
Corporate Trust Office and who are responsible for administering the trusts
created under this Indenture.

     SECTION 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

     SECTION 6.05 MAY HOLD SECURITIES.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to TIA
Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

     SECTION 6.06 MONEY HELD IN TRUST.

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

     SECTION 6.07 COMPENSATION AND REIMBURSEMENT

     The Company agrees:

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

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

                                       53
<Page>

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

     The obligations of the Company under this Section 6.07 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder
and shall survive the satisfaction and discharge of this Indenture. Such
additional indebtedness shall be a senior claim to that of the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of (and premium or Make-Whole Amount,
if any) or interest on particular Securities, and the Securities are hereby
subordinated to each senior claim.

     SECTION 6.08 DISQUALIFICATION; CONFLICTING INTERESTS.

     The provisions of TIA Section 310(b) shall apply to the Trustee.

     SECTION 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee hereunder which shall be eligible to
act under TIA Section 310(a) (i) and shall have a combined capital and surplus
of at least $50,000,000. If such Corporation files 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 Corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so filed. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article. Neither the Company, nor any
Person or Corporation directly or indirectly controlling, controlled by or under
common control with the Company, shall act as Trustee hereunder.

     SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                                       54
<Page>

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

          (d) If at any time:

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

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

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

then, in any such case, (i) the Company by or pursuant to a Board Vote may
remove the Trustee with respect to all Securities, or (ii) subject to Section
5.14, any Holder who has been a bona fide Holder of a Security for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities and the appointment of a successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by or pursuant to
a Board Vote, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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<Page>

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series in the
manner provided for notices in Section 1.06, to all Holders of Securities of
such series as their names and addresses appear in the Security Register. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

     SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms

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<Page>

"Indenture" and "Securities" shall have the meanings specified in the provisos
to the respective definitions of those terms in Section 1.01 which contemplate
such situation.

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

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

          (e) Notwithstanding anything else herein contained, the parties
further acknowledge and agree that any Trustee which has resigned or been
removed pursuant to the terms of this Indenture (the "Prior Trustee") shall
continue to have a lien prior to the Securities on all money or property held
or collected by any successor Trustee (other than money or property held in
trust to pay the principal of, premium and Make Whole Amount, if any, and
interest on particular Securities) in accordance with Section 6.07 of this
Indenture (collectively, the "Available Trust Property") as security for
payment of all amounts due and owing to the Prior Trustee which have not been
paid by the Company (collectively, the "Prior Trustee's Receivables") and
that such lien shall survive the resignation or removal of the Prior Trustee.
Any successor Trustee agrees to hold on a parity basis all Available Trust
Property subject to such lien in trust for the benefit of the Prior Trustee
and itself for the purpose of paying all of the Prior Trustee's Receivables
and all amounts owed to the successor Trustee under and by virtue of this
Indenture. By accepting its appointment as Trustee hereunder, the successor
Trustee further agrees to execute and deliver such further instruments and
shall do such other things as the Prior Trustee may reasonably require so as
to more fully and certainly vest and confirm in the Prior Trustee said parity
lien on and rights to the Available Trust Property. In furtherance of the
foregoing, except with the specific written consent of the Prior Trustee, the
successor Trustee shall not waive, compromise or otherwise impair, directly
or indirectly, the Prior Trustee's rights to enforce such lien with respect
to the Prior Trustee's Receivables.

     SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any Corporation to whom all or substantially all the corporate trust business
of the Trustee shall be transferred, shall be the successor of the Trustee
hereunder, provided such Corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion, consolidation or
transfer of all or substantially all of the corporate trust business of
Trustee to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities; in case any of
the Securities shall not have been authenticated by the Trustee then in
office, any successor to such Trustee by merger, conversion, consolidation or
transfer of all or substantially all of the corporate trust business of
Trustee to such Trustee may authenticate such Securities either in the name
of such predecessor hereunder or in the name of the successor Trustee; and in
all such cases such certificates shall have the full force which it is
anywhere in the Securities or in this Indenture provided that the certificate
of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or to authenticate
Securities in the name of any predecessor Trustee shall apply only to its
successor or successors by merger, conversion or consolidation or transfer of
all or substantially all of the corporate trust business of Trustee.

     SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

     The Trustee shall comply with TIA Section 311(a). A Trustee which has
resigned or been removed is subject to TIA Section 311(a) to the extent
indicated therein.

     SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT.

     At any time when any of the Securities remain Outstanding, the Trustee,
with the concurrence of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly

                                       57
<Page>

furnished to the Company. Wherever reference is made in this Indenture to the
authentication and delivery of Securities 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 bank or trust company or Corporation
organized and doing business under the laws of the United States of America,
any State thereof or the District of Columbia, authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of not
less than $50,000,000 and subject to supervision or examination by Federal,
State or District of Columbia authority. If such Authenticating Agent files
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 filed. 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 an 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 the 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 to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. 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 Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

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

                                       58
<Page>

     This is one of the Securities of the series designated herein and issued
pursuant to the within-mentioned indenture.

                                                       [TRUSTEE]

                                                       ----------------------,
                                                       As Trustee

                                                       By:
                                                          ----------------------
                                                          Authenticating Agent

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


     SECTION 6.15.  PROVISIONS FOR SEPARATE TRUSTEES AND CO-TRUSTEES.

     At any time or times, for the purpose of conforming to any legal
requirements, restrictions or conditions in any State or jurisdiction in
which any part of any mortgaged and pledged property then subject to this
Indenture may be located or for any other reason, the Company and the Trustee
shall have power to appoint, and, upon the request of the Trustee, the
Company shall for such purpose join with the Trustee in the execution,
delivery and performance of, all instruments and agreements necessary or
proper to appoint another corporation or one or more persons approved by the
Trustee, either to act as separate trustee or trustees, or co-trustee or
co-trustees jointly with the Trustee, with respect to this Indenture and any
of the property subject to the lien hereof. In the event that the Company
shall not have joined in such appointment within 15 days after the receipt by
it of a request so to do, the Trustee alone shall have power to make such
appointment.

     Every separate trustee, every co-trustee and every successor trustee,
other than any trustee which may be appointed as successor to shall, to the
extent permitted by law, but to such extent only, be appointed subject to the
following provisions and conditions, namely:

          (1) The rights, powers, duties and obligations conferred or imposed
     upon trustees hereunder or any of them shall be conferred or imposed
     upon and exercised or performed by the Trustee or the Trustees and such
     separate trustee or separate trustees or co-trustee or co-trustees
     jointly, as shall be provided in the supplemental indenture appointing
     such separate trustee or separate trustees or co-trustee or co-trustees,
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be
     incompetent or unqualified to perform such act or acts, in which event
     such rights, powers, duties and obligations shall be exercised and
     performed by such separate trustee or separate trustees or co-trustee or
     co-trustees.

          (2) The Securities secured hereby shall be authenticated and
     delivered, and all powers, duties, obligations and rights, conferred
     upon the Trustee in respect of the custody of the Securities and of all
     cash and investments pledged or deposited hereunder, shall be exercised
     solely by the Trustee or its successor in the trust hereunder.

          (3) The Company and the Trustee, at any time by an instrument in
     writing executed by them jointly, may accept the resignation of or
     remove any separate trustee or co-trustee appointed under this Section
     or otherwise, and, upon the request of the Trustee, the Company shall,
     for such purpose, join with the Trustee in the execution, delivery and
     performance of all instruments and agreements necessary or proper to
     make effective such resignation or removal. In the event that the
     Company shall not have joined in such action with 15 days after the
     receipt of it of a request so to do, the Trustee alone shall have power
     to accept such resignation or to remove any such separate trustee or
     co-trustee. A successor to a separate trustee or co-trustee so resigned
     or removed may be appointed in the manner provided in this Section.

         (4) No trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder.

    Any notice, request or other writing, by or on behalf of the holders of
the Securities delivered to the Trustee, or its successor in the trust
hereunder, shall be deemed to have been delivered to all of the then trustees
or co-trustees as effectively as if delivered to each of them. Every
instrument appointing any trustee or trustees other than a successor to the
Trustee shall refer to this Indenture and the conditions in this Article
expressed, and upon the acceptance in writing by such trustee or trustees or
co-trustee or co-trustees, he, they or it shall be vested with the estates or
property specified in such instrument, either jointly with the Trustee or its
successor, or separately, as may be provided therein, subject to all the
trusts, conditions and provisions of this Indenture; and every such
instrument shall be filed with the Trustee or its successor in the trust
hereunder. Any separate trustee or trustees, or any co-trustee or
co-trustees, may at any time by an instrument in writing constitute the
Trustee or its successor in the trust hereunder his, their or its agent or
attorney-in-fact, with full power and authority, to the extent which may be
permitted by law, to do all acts and things and exercise all discretion
authorized or permitted by him, them or it, for and in behalf of him, them or
it, and in his, their or its name. In case any separate trustee or trustees
or co-trustee or co-trustees, or a successor to any of them, shall die,
become incapable of acting, resign or be removed, all the estates, property,
rights, powers, trusts, duties and obligations of said separate trustee or
co-trustee, so far as permitted by law, shall vest in and be exercised by the
Trustee or its successor in the trust hereunder, without the appointment of a
new trustee as successor to such separate trustee or co-trustee.

     ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

     If the Trustee is not acting as Security Registrar for the Securities of
any series, the Company will furnish or cause to be furnished to the Trustee:

          (a) at intervals of no more than six months commencing after the first
issue of such series, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of a date not more than 15
days prior to the time such information is furnished, and

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

     SECTION 7.02 PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

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

          (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by TIA
Section 312(b).

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          (c) Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), regardless of the source from which such
information was derived, and that the Trustee shall not be held accountable by
reason of mailing any material pursuant to a request made under Section 7.02(b).

     SECTION 7.03 REPORTS BY TRUSTEE.

     Within 60 days after May 15 of each year commencing with the later of
May 15, 2002 or the first May 15 after the first issuance of Securities
pursuant to this Indenture, the Trustee shall transmit by mail to all Holders
of Securities as provided in TIA Section 313(c) a brief report dated as of
such May 15, but only if required by TIA Section 313(a). A copy of each such
report shall, at the time of such transmission to Holders, be filed by the
Trustee with each stock exchange upon which any securities are listed, with
the Commission and with the Company. The Company will notify the Trustee when
any Securities are listed on any stock exchange.

     SECTION 7.04 REPORTS BY COMPANY.

     The Company shall:

          (1) 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 Exchange
     Act; or, if the Company is not required to file information, documents or
     reports pursuant to either of said Sections, then it shall file with the
     Trustee and the Commission, in accordance with rules and regulations
     prescribed from time to time by the Commission, such of the supplementary
     and periodic information, documents and reports which may be required
     pursuant to Section 13 of the Exchange Act 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;

          (2) file with the Trustee and the Commission, in accordance with 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 of this Indenture as may be
     required from time to time by such rules and regulations;

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section 7.04 as may be required by rules and regulations prescribed
     from time to time by the Commission; and

          (4) furnish to the Trustee, within 120 days after the end of each
     fiscal year of the Company ending after the date hereof, a brief
     certificate of the Company's principal

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     executive officer, principal financial officer or principal accounting
     officer stating as to each signer thereof that:

                  (1) a review of the activities of the Company during such
                  year and of the performance under this Indenture has been made
                  under his or her supervision; and

                  (2) to the best of his or her knowledge, based on such review,
                  the Company has fulfilled all its obligations under this
                  Indenture throughout such year, or, if there has been a
                  default in the fulfillment of any such obligation, specifying
                  each such default known to him or her and the nature and
                  status thereof.

     For purposes of this paragraph, such compliance shall be determined without
     regard to any period of grace or requirement of notice provided under this
     Indenture.

    ARTICLE EIGHT-CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 8.01 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

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

          (1) the Person formed by such consolidation or into which the Company
     is merged or the Person which acquires by conveyance or transfer, or which
     leases, the properties and assets of the Company substantially as an entity
     shall be a Corporation, partnership or trust, shall be organized and
     validly existing under the laws of the United States of America, any state
     thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium or Make-Whole Amount, if any) and interest on all
     the Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed;

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

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

     SECTION 8.02 SUCCESSOR SUBSTITUTED.

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

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                   ARTICLE NINE-SUPPLEMENTAL INDENTURES

     SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

          (1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein and
in the Securities;

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

          (3) to add any additional Events of Default (and if such Events of
Default are to be for the benefit of less than all series of Securities, stating
that such Events of Default are being included solely for the benefit of such
series); PROVIDED, HOWEVER, that in respect of any such additional Events of
Default such supplemental indenture may provide for a particular period of grace
after default (which period may be shorter or longer than that allowed in the
case of other defaults) or may provide for an immediate enforcement upon such
default or may limit the remedies available to the Trustee upon such default or
may limit the right of the Holders of a majority in aggregate principal amount
of that or those series of Securities to which such additional Events of Default
apply to waive such default;

          (4) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities; provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding;

          (5) to secure the Securities;

          (6) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01;

          (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more
series and to add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the

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administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 6.11(b);

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

          (9) to make provisions with respect to Holders' rights of conversion
with respect to any series of Securities pursuant to Article Fifteen.

     Notwithstanding any provision in this Indenture or otherwise, the rights of
creditors in respect of General Obligations under this Indenture and otherwise
in respect of the Securities may, at any time and from time to time, be reduced
or eliminated by a supplemental indenture entered into by the Company and the
Trustee, which supplemental indenture will not require the consent of the
Holders of Securities or any creditor in respect of General Obligations.

     SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

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

          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any such Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium or Make-Whole
     Amount payable upon the redemption thereof, or reduce the amount of the
     principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 5.02, or change any Place of Payment where, or the coin or
     currency in which, any such Security or any premium or Make-Whole Amount or
     the interest thereon is payable, or impair the right to institute suit for
     the enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of

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     redemption, on or after the Redemption Date) or modify the provisions of
     this Indenture with respect to the subordination of the Securities in a
     manner adverse to the Holders of the Securities;

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

          (3) modify any of the provisions of this Section, Section 5.13 or
     Section 10.09, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 10.09, or the
     deletion of this proviso, in accordance with the requirements of Sections
     6.11(b) and 9.01(8).

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

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

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

     SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES.

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

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     SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.

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

     SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT.

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

     SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

     SECTION 9.07 NOTICE OF SUPPLEMENTAL INDENTURES.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of Section 9.02, the Company
shall give notice thereof to the Holders of each Outstanding Security so
affected, pursuant to Section 1.06, setting forth in general terms the substance
of such supplemental indenture.

                             ARTICLE TEN - COVENANTS

     SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM OR MAKE-WHOLE AMOUNT AND
INTEREST.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium or
Make-Whole Amount, if any) and interest on the Securities of that series in
accordance with the terms of the Securities and this Indenture. In the
absence of contrary provisions with respect to the Securities of any series,
interest on the Securities of any series may, at the option of the Company, be
paid by check mailed to the address of the Person entitled thereto as it appears
on the Security Register.

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     SECTION 10.02 MAINTENANCE OF OFFICE OR AGENCY.

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

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

     SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium or
Make-Whole Amount, if any) or interest on any Securities of that series, deposit
with a Paying Agent a sum sufficient to pay the principal (and premium or
Make-Whole Amount, if any) or interest so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium or
Make-Whole Amount or interest, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its failure so to act.

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

          (1) hold all sums held by it for the payment of the principal of (and
     premium or Make-Whole Amount, if any) or interest on Securities of that
     series in trust for the

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     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Securities of that series) in the making of any
     payment of principal (and premium or Make-Whole Amount, if any) or interest
     on the Securities of that series; and

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

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

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium or
Make-Whole Amount, if any) or interest on any Security of any series and
remaining unclaimed for two years after such principal (and premium or
Make-Whole Amount, if any) or interest has become due and payable shall be paid
to the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in the City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

     SECTION 10.04 EXISTENCE.

     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, all material rights (charter and statutory) and material franchises;
provided, however, that the Company shall not be required to preserve any such
right or franchise if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and that the loss thereof is not disadvantageous in any material
respect to the Holders.

     SECTION 10.05 MAINTENANCE OF PROPERTIES.

     The Company will cause all of its material properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair

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and working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; provided however, that nothing in this Section shall
prevent the Company from discontinuing the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders.

     SECTION 10.06 PAYMENT OF TAXES AND OTHER CLAIMS.

     The Company will pay or discharge or cause to be paid or discharged, before
the same shall become delinquent, (1) all taxes. assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, and (2) all lawful claims
for labor, materials and supplies which, if unpaid, might by law become a lien
upon the property of the Company or any Subsidiary; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

     SECTION 10.07 LIMITATIONS ON DISPOSITION OF VOTING STOCK OF PRINCIPAL
SUBSIDIARY BANKS.

     Subject to Section 8.01, the Company will not (a) issue, sell or otherwise
dispose of any shares of or securities convertible into, or options, warrants or
rights to subscribe for or purchase shares of, Voting Stock of a Principal
Subsidiary Bank or permit a Principal Subsidiary Bank so to do, (b) permit the
merger or consolidation of any Principal Subsidiary Bank with or into any other
Corporation or (c) permit the sale or other disposition of all or substantially
all of the assets of a Principal Subsidiary Bank if, after giving effect to any
such transaction and the issuance of the maximum number of shares of Voting
Stock issuable upon the conversion or exercise of all such convertible
securities, options, warrants or rights, the Company would own, directly or
indirectly, 80% or less of the shares of Voting Stock of such Principal
Subsidiary Bank or the successor bank in such merger or consolidation or the
bank which acquires such assets, as the case may be.

     SECTION 10.08 RESTRICTIONS ON LIENS.

     The Company will not create, assume, incur or suffer to exist any pledge,
encumbrance or lien, as security for indebtedness for borrowed money, upon any
shares of, or securities convertible into, or options, warrants or rights to
subscribe for or purchase shares of, Voting Stock of a Principal Subsidiary
Bank, owned by the Company, directly or indirectly, without making effective
provision whereby the Securities of all series shall be equally and ratably
secured, if, treating such pledge, encumbrance or lien as a transfer to the
secured party, and after giving effect to the issuance of the maximum number of
shares of Voting Stock issuable upon conversion or exercise of such convertible
securities, options, warrants or rights, the Company would own, directly or
indirectly, 80% or less of the shares of Voting Stock of such Principal
Subsidiary Bank.

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     SECTION 10.09 WAIVER OF CERTAIN COVENANTS.

     The Company may omit in any particular instance to comply with any term
provision or condition set forth in Sections 10.04 to 10.08, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived. and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any such term, provision or
condition. If a record date is fixed for such purpose, the Holders on such
record date or their duly designated proxies, and only such Persons, shall be
entitled to waive any such term, provision or condition hereunder, whether or
not such Holders remain Holders after such record date; provided, that unless
the Holders of not less than a majority in principal amount of the Outstanding
Securities of such series shall have waived such term, provision or condition
prior to the date which is 90 days after such record date, any such waiver
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                    ARTICLE ELEVEN - REDEMPTION OF SECURITIES

     SECTION 11.01 APPLICABILITY OF ARTICLE.

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.01 for Securities of any series) in
accordance with this Article.

     SECTION 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

     The election of the Company to redeem Securities of any series shall be
evidenced by an Officers' Certificate. The Company shall, at least 60 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of

          (1) such Redemption Date,

          (2) if the Securities of such series have different terms and

     less than all of the Securities of such series are to be redeemed, the
terms of the Securities to be redeemed, and

          (3) if less than all the Securities of such series with identical
terms are to be redeemed, the principal amount of such Securities to be
redeemed.

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     In the case of any redemption of Securities of any series prior to the
expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with such restriction.

     SECTION 11.03 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

     If less than all the Securities of like tenor of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of like tenor of such series not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of like tenor of that series or any integral
multiple thereof) of the principal amount of Securities of such series of a
denomination larger than the minimum authorized denomination for Securities of
that series.

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

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

     SECTION 11.04 NOTICE OF REDEMPTION.

     Notice of redemption shall be given in the manner provided in Section 1.06
not less than 30 nor more than 60 days prior to the Redemption Date, unless a
shorter period is specified by the terms of such series established pursuant to
Section 3.01, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register, but failure to give such notice in the
manner herein provided to the Holder of any Security designated for redemption
as a whole or in part, or any defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the redemption of any other such
Security or portion thereof.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

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

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

          (7) the CUSIP number of such Security, if any, and

          (8) if applicable, that a Holder who desires to convert Securities
     for redemption must satisfy the requirements for conversion contained in
     such Securities, the then existing conversion price or rate, the place or
     places where such Securities may be surrendered for conversion, and the
     date and time when the option to convert shall expire.

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

     SECTION 11.05 DEPOSIT OF REDEMPTION PRICE.

     On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.03) an amount of
money in immediately available funds sufficient to pay the Redemption Price of,
and (except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Securities which are to be redeemed on that date.

     If any Securities called for redemption are converted, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such trust.

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     SECTION 11.06 SECURITIES PAYABLE ON REDEMPTION DATE.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

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

     SECTION 11.07 SECURITIES REDEEMED IN PART.

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

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                         ARTICLE TWELVE - SINKING FUNDS

     SECTION 12.01 APPLICABILITY OF ARTICLE.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 12.02 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (1) may deliver Outstanding Securities of like tenor of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of like tenor of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund payment with respect to the Securities of like tenor of such series
required to be made pursuant to the terms of such Securities as provided for by
the terms of such series; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

     SECTION 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 60 days prior to each sinking fund payment date for
Securities of like tenor of a series, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms of such Securities, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of like tenor of that series pursuant to Section 12.02 and, at the
time of delivery of such Officers' Certificate, will also deliver to the Trustee
any Securities to be so delivered. Not less than 45 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 11.03 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 11.04. Such notice
having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 11.06 and 11.07.

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                 ARTICLE THIRTEEN - SUBORDINATION OF SECURITIES

     SECTION 13.01 AGREEMENT THAT THE SECURITIES SUBORDINATED TO EXTENT
PROVIDED.

     The Company, for itself, its successors and assigns, covenants and agrees,
and each Holder of a Security likewise covenants and agrees by his acceptance
thereof, that any payment of principal of (and premium or Make-Whole Amount, if
any) and interest on each and all of the Securities is hereby expressly
subordinated, to the extent and in the manner hereinafter provided, to the prior
payment in full of all Senior Indebtedness of the Company.

     SECTION 13.02 COMPANY NOT TO MAKE PAYMENTS WITH RESPECT TO SECURITIES IN
CERTAIN CIRCUMSTANCES.

     No payment of principal of (or premium or Make-Whole Amount, if any) or
interest on the Securities shall be made and no Holder of the Securities shall
be entitled to demand or receive any such payment (i) unless all amounts then
due for principal of (and premium or Make-Whole Amount, if any) and interest
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) an all Senior
Indebtedness of the Company have been paid in full or duly provided for, or (ii)
if, at the time of such payment or immediately after giving effect thereto,
there shall exist with respect to any such Senior Indebtedness any event of
default permitting the holders thereof to accelerate the maturity thereof at any
event which, with notice or lapse of time or both, would become such an event of
default.

     SECTION 13.03 SECURITIES SUBORDINATED TO PRIOR PAYMENT OF ALL SENIOR
INDEBTEDNESS OF THE COMPANY ON DISSOLUTION, LIQUIDATION OR REORGANIZATION OF THE
COMPANY; SUBROGATION.

     Upon any distribution of the assets of the Company in connection with
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise), the holders of Senior Indebtedness of the Company
shall first be entitled to receive payment in full in accordance with the terms
of such Senior indebtedness of the principal thereof ( and premium or Make-Whole
Amount, if any) and the interest due thereon (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency, or
similar law now or hereafter in effect) before the Holders of the Securities are
entitled to receive any payment upon the principal thereof (and premium or
Make-Whole Amount, if any) or interest thereon; and, upon any such dissolution,
winding up. liquidation or reorganization. any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, including any such payment
or distribution which may be payable or deliverable by reason of the payment of
any other indebtedness of the Company being subordinated to the payment of the
Securities, shall be made by the liquidating trustee or agent or other person
making such payment or

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distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or otherwise, directly to the holders of Senior Indebtedness of the
Company or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior
Indebtedness may have been issued, ratably according to the aggregate amounts
remaining unpaid on account of the principal of (and premium or Make-Whole
Amount, if any) and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency, a similar law now or
hereafter is effect) on the Senior Indebtedness of the Company held or
represented by each, to the extent necessary to pay in full all such Senior
Indebtedness remaining unpaid after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness.

     If the Holders of the Securities or any of them, shall fail to file a
proper claim in the form required in any proceeding referred to in the first
paragraph of this Section, prior to 30 days before the expiration of the time to
file such claim or claims, and if the Trustee shall likewise fail, prior to 15
days before the expiration of the time to file such claim or claims, pursuant to
the authority granted to the Trustee pursuant to the provisions of Sections 5.03
and 5.04, then the holders of Senior Indebtedness of the Company are hereby
authorized to file an appropriate claim or claims for and on behalf of the
Holders of the Securities in the form required in any such proceeding.

     In the event that, notwithstanding the foregoing, upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities, shall be received
by the Trustee, the Paying Agent or the Holders of the Securities before all
Senior Indebtedness of the Company is paid in full, such payment or distribution
shall be paid over to the holders of such Senior Indebtedness or their
representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably as aforesaid, for application to the payment of
all Senior Indebtedness of the Company remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution (or provision thereof) to the holders of such Senior
Indebtedness.

     Subject to the payment in full of all Senior Indebtedness of the Company,
the Holders of the Securities shall be subrogated to the rights of the holders
of such Senior Indebtedness to receive payments or distributions of assets of
the Company applicable to such Senior Indebtedness until the Securities shall be
paid in full and none of the payments or distributions to the holders of such
Senior Indebtedness to which the Holders of the Securities or the Trustee would
be entitled except for the provisions of this Article or of payments over,
pursuant to the provisions of this Article, to the holders of such Senior
Indebtedness by the Holders of the Securities or the Trustee shall, as between
the Company, its creditors other than the holders of such Senior Indebtedness,
and the Holders of the Securities, be deemed to be a payment by the Company to
or on account of such Senior Indebtedness; it being understood that the
provisions of this Article are and are intended solely for the purpose of
defining the relative rights of the

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Holders of the Securities, on the one hand, and the holders of the Senior
Indebtedness of the Company, on the other hand.

     The Company shall give prompt written notice to the Trustee of any
dissolution, winding up, liquidation or reorganization of the Company within the
meaning of this Article. The Trustee, subject to the provisions of Section 6.01,
shall be entitled to assume that no such event has occurred and shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee or the taking of any other
action by the Trustee, unless the Company or any one or more holders of Senior
Indebtedness (or any one or more creditors in respect of General Obligations) or
any trustee therefor who shall have been certified or otherwise established to
the satisfaction of the Trustee to be such a holder of Senior Indebtedness (or
creditor in respect General Obligations) or trustee has given written notice
thereof to a Responsible Officer of the Trustee at its Corporate Trust Office.
Upon any distribution of assets of the Company referred to in this Article, the
Trustee and the Holders of the Securities shall be entitled to rely upon any
order or decree of a court of competent jurisdiction in which such dissolution,
winding up, liquidation or reorganization proceedings are pending for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Indebtedness (and the creditors in
respect of General Obligations), the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article, and the Trustee, subject to the provisions of
Article Six, and the Holders of the Securities shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making any
distribution to the Trustee or to the Holders of the Securities for the purpose
of ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness (and the creditors in respect of General
Obligations), the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article.
In the event that the Trustee determines, in good faith, that further evidence
is required with respect to the right of any person, as a holder of Senior
Indebtedness (or a creditor in respect of General Obligations), to participate
in any payment or distribution pursuant to this Section, the Trustee may request
such person to furnish evidence to the reasonable satisfaction of the Trustee as
to the amount of such Senior indebtedness (or General Obligations) held by such
person, as to the extent to which such person is entitled to participation in
such payment or distribution, and as to other facts pertinent to the rights of
such person under this Section, and if such evidence is not furnished, the
Trustee may defer any payment to such person pending judicial determination as
to the right of such person to receive such payment.

     SECTION 13.04 OBLIGATION OF THE COMPANY UNCONDITIONAL.

     Nothing contained in this Article or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium or Make-Whole Amount, if any) and interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) on the Securities as and when the same
shall become due and payable in accordance with the terms thereof, or is
intended to or shall affect the relative rights of the Holders of the Securities
and creditors of the Company, other than the holders of Senior

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Indebtedness (and, in the case of Section 13.14, other than creditors in respect
of General Obligations), nor shall anything herein or therein prevent the
Trustee or the Holder of any Securities from exercising all remedies otherwise
permitted by applicable law upon default under this Indenture, subject to the
rights, if any, under this Article of the holders of Senior Indebtedness (and
the rights, if any, under Section 13.14 of creditors in respect of General
Obligations) in respect of cash, property or securities of the Company received
upon the exercise of any such remedy.

     SECTION 13.05 NO FIDUCIARY DUTY TO HOLDERS OF SENIOR INDEBTEDNESS OF THE
COMPANY.

     Notwithstanding anything to the contrary in this Article, the Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness (or creditors in respect of General Obligations), and shall have
no duties to such holders of Senior Indebtedness (or creditors in respect of
General Obligations), and no implied covenants or obligations shall be read
into this Indenture against the Trustee. The Trustee shall not be liable to
holders of Senior Indebtedness (or creditors in respect of General
Obligations) if it shall mistakenly pay over or distribute to or on behalf of
Holders of Securities or the Company monies or assets to which any holders of
Senior Indebtedness (or creditors in respect of General Obligations) shall be
entitled by virtue of this Article.

     SECTION 13.06 NOTICE TO TRUSTEES OF FACTS PROHIBITING PAYMENTS.

     Notwithstanding any of the provisions of this Article or any other
provision of this Indenture (other than Section 6.01), the Trustee shall not at
any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee or the taking
of any other action by the Trustee, unless and until a Responsible Officer of
the Trustee shall have received at its Corporate Trust Office written notice
thereof from the Company or from one or more holders of Senior Indebtedness (or
from one or more creditors in respect of General Obligations) or from any
trustee therefor who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such a holder
(or creditor in respect of General Obligations) or trustee; and, prior to the
receipt of any such written notice, the Trustee shall be entitled, subject to
Section 6.01, in all respects to assume that no such facts exist; provided,
that, if prior to the fifth business day preceding the date upon which by the
terms hereof any such moneys may become payable for any purpose, or in the event
of the execution of an instrument pursuant to Section 4.01 acknowledging
satisfaction and discharge of this Indenture, then if prior to the second
business day preceding the date of such execution, the Trustee shall not have
received with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Trustee
may, in its discretion, receive such moneys and/or apply the same to the purpose
for which they were received, and shall not be affected by any notice to the
contrary, which may be received by it on or after such date; provided, however,
no such application shall affect the obligations under this Article of the
persons receiving such moneys from the Trustee.

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     SECTION 13.07 APPLICATION BY TRUSTEE OF MONEYS DEPOSITED WITH IT.

     Anything in this Indenture to the contrary notwithstanding, any deposit of
moneys by the Company with the Trustee or any paying agent (whether or not in
trust) for the payment of the principal of (or premium or Make-Whole Amount, if
any) or interest on for any Securities shall, except as provided in Section
13.06, be subject to the provisions of Sections 13.01, 13.03 and 13.03.

     SECTION 13.08 SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF THE
COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS (OR CREDITORS IN RESPECT OF GENERAL
OBLIGATIONS).

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

     SECTION 13.09 AUTHORIZATION OF TRUSTEE TO EFFECTUATE SUBORDINATION OF
SECURITIES.

     Each Holder of a Security, by such Holder's acceptance thereof, authorizes
and expressly directs the Trustee on such Holder's behalf to take such action as
may be necessary or appropriate to effectuate, as between the Holders of the
Securities and the holders of Senior Indebtedness (and creditors in respect of
General Obligations), the subordination provided in this Article and appoints
the Trustee his attorney-in-fact for any and all such purposes.

     SECTION 13.10 RIGHT OF TRUSTEE TO HOLD SENIOR INDEBTEDNESS OF THE COMPANY
(OR TO BE A CREDITOR IN RESPECT OF GENERAL OBLIGATIONS OF THE COMPANY).

     The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Indebtedness (or General Obligations) of the
Company at any time held by it or owed to it

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to the same extent as any other holder of such Senior Indebtedness (or creditor
in respect of such General Obligations), and nothing in this Indenture shall be
construed to deprive the Trustee of any of its rights as such holder (or
creditor in respect of such General Obligations).

     SECTION 13.11 ARTICLE THIRTEEN NOT TO PREVENT EVENTS OF DEFAULT.

     The failure to make a payment pursuant to the Securities by reason of any
provision in this Article shall not be construed as preventing the occurrence of
a default, a Default or an Event of Default.

     SECTION 13.12 ARTICLE APPLICABLE TO PAYING AGENTS.

     In case at any time Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the context shall require
otherwise) be construed as extending to and including such Paying Agent as if
such Paying Agent were named in this Article in addition to or in place of the
Trustee; provided, however, that Sections 13.06 and 13.10 shall not apply to the
Company if it acts as Paying Agent hereunder.

     SECTION 13.13 TRUSTEE COMPENSATION NOT PREJUDICED.

     Nothing in this Article shall apply to claims of, or payments to, the
Trustee pursuant to Section 6.07.

     SECTION 13.14 PAYMENT OF PROCEEDS IN CERTAIN CASES.

          (1) Upon any distribution of the assets of the Company in connection
     with dissolution, winding up, liquidation or reorganization of the Company
     (whether in bankruptcy, insolvency or receivership proceedings or upon an
     assignment for the benefit of creditors or any other marshalling of the
     assets and liabilities of the Company or otherwise), the provisions of
     Section 13.03 shall be given effect to determine the amount of cash,
     property or securities which may be payable or deliverable as between the
     holders of Senior Indebtedness, on the one hand, and the Holders of
     Securities, on the other hand.

          (2) If, after giving effect to the provisions of Section 13.03, any
     amount of cash, property or securities shall be available for payment or
     distribution in respect of the Securities ("Excess Proceeds"), and any
     creditors in respect of General Obligations shall not have received payment
     in full of all amounts due or to become due on or in respect of such
     General Obligations, then such Excess Proceeds shall first be applied
     (ratably with any amount of cash, property or securities available for
     payment or distribution in respect of any other indebtedness of the Company
     that by its express terms provides for the payment over of amounts
     corresponding to Excess Proceeds to creditors in respect of General
     Obligations) to pay or provide for the payment of the General Obligations
     remaining unpaid, to the extent necessary to pay all such General
     Obligations in full, after giving effect to any concurrent payment or
     distribution to or for creditors in respect of General Obligations. Any
     Excess Proceeds remaining after the payment (or provision for

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          payment) in full of all General Obligations shall be available for
     payment or distribution in respect of the Securities.

          (3) In the event that, notwithstanding the foregoing provisions of
     subsection (b) of this Section, upon any such dissolution, winding up,
     liquidation or reorganization, any payment or distribution of assets of the
     Company of any kind or character, whether in cash, property or securities,
     including any such payment or distribution which may be payable or
     deliverable by reason of the payment of any other indebtedness of the
     Company being subordinated to the payment of the Securities, shall be
     received by the Trustee, the Paying Agent or the Holders of the Securities
     before all General Obligations are paid in full or payment thereof duly
     provided for, subject to any obligation that the Trustee or such Holder may
     have pursuant to Section 13.03, such payment or distribution shall be paid
     over or delivered forthwith to the trustee in bankruptcy, receiver,
     liquidating trustee, custodian, assignee, agent or other Person making
     payment or distribution of assets of the Company for payment in accordance
     with subsection (b).

          (4) Subject to the payment in full of all General Obligations, the
     Holders of the Securities shall be subrogated (equally and ratably with the
     holders of all indebtedness of the Company that by its express terms
     provides for the payment over of amounts corresponding to Excess Proceeds
     to creditors in respect of such General Obligations and is entitled to like
     rights of subrogation) to the rights of the creditors in respect of such
     General Obligations to receive payments and distributions of cash, property
     and securities applicable to such General Obligations until the Securities
     shall be paid in full, and none of the payments or distributions to
     creditors in respect of such General Obligations to which Holders of the
     Securities or the Trustee would be entitled except for the provisions of
     this Section and no payments over, pursuant to the provisions of this
     Section, to creditors in respect of such General Obligations by Holders of
     Securities or the Trustee, shall, as among the Company, its creditors other
     than creditors in respect of such General Obligations, and the Holders of
     Securities, be deemed to be a payment or distribution by the Company to or
     on account of such General Obligations.

          (5) The provisions of subsections (b), (c) and (d) of this Section are
     and are intended solely for the purpose of defining the relative rights of
     the Holders of the Securities, on the one hand, and the creditors in
     respect of General Obligations, on the other hand, after giving effect to
     the rights of the holders of Senior Indebtedness, as provided in this
     Article. Nothing contained in subsections (b), (c) and (d) of this Section
     is intended to or shall affect the relative rights against the Company of
     the Holders of the Securities and (1) the holders of Senior Indebtedness or
     (2) other creditors of the Company other than creditors in respect of
     General Obligations.

     SECTION 13.15 AUTOMATIC TERMINATION.

     Upon the occurrence of a Termination Event, the Company will promptly
notify the Trustee and the following provisions of this Indenture shall
immediately and automatically terminate, be null and void ab initio and have no
further effect: the definitions of "Excess Proceeds" and "General Obligations";
clause (d) of Section 1.11; the third paragraph of Section 2.03; the last
paragraph of Section 9.01; all language in each parenthetical containing the
words

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"General Obligations" in Sections 13.03, 13.04, 13.05, 13.06,13.08, 13.09
and 13.10; and Section 13.14. The Trustee shall have the right at any time to
request that the Company supply it with an Opinion of Counsel as to whether a
Termination Event shall have occurred.

             ARTICLE FOURTEEN -- DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 14.01 APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE. If, pursuant to Section 301, provision is
made for either or both of (a) Defeasance of the Securities of or within a
series under Section 14.02 or (b) Covenant Defeasance of the Securities of or
within a series under Section 14.03, then the provisions of such Section or
Sections, as the case may be, together with the other provisions of this
Article (with such modifications thereto as may be specified pursuant to
Section 301 with respect to any Securities), shall be applicable to such
Securities, and the Company may at its option by Board Vote, at any time, with
respect to such Securities elect to have Section 14.02 (if applicable) or
Section 14.03 (if applicable) be applied to such Outstanding Securities upon
compliance with the conditions set forth below in this Article.

     SECTION 14.02 DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
the above option applicable to this Section with respect to any Securities of
or within a series, the Company shall be deemed to have been discharged from
its obligations with respect to such Outstanding Securities on the date the
conditions set forth in Section 14.04 are satisfied (hereinafter,
"Defeasance"). For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Outstanding Securities, which shall thereafter be deemed to be
"Outstanding" only for the purposes of Section 14.05 and the other Sections
of this Indenture referred to in clauses (A) and (B) below, and to have
satisfied all of its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of such
Outstanding Securities to receive, solely from the trust fund described in
Section 14.04 and as more fully set forth in such Section, payments in
respect of the principal of (and premium or Make-Whole Amount, if any) and
interest, if any, on such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 3.05,
3.06, 10.02 and 10.03, and the Company's obligations under Section 606 hereof
(C) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and (D) this Article. Subject to compliance with this Article, the
Company may exercise its option under this Section notwithstanding the prior
exercise of its option under Section 14.03 with respect to such Securities.

     SECTION 14.03 COVENANT DEFEASANCE. Upon the Company's exercise of the
above option applicable to this Section with respect to any Securities of or
within a series, the Company shall be released from its obligations under
Sections 10.04 to 10.09, inclusive, and, if specified pursuant to Section
3.01, its obligations under any other covenant contained herein or in any

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indenture supplemental hereto, with respect to such Outstanding Securities on
and after the date the conditions set forth in Section 14.04 are satisfied
(hereinafter, "Covenant Defeasance"), and such Securities shall thereafter be
deemed to be not "Outstanding" for the purposes of any direction, waiver,
consent or declaration or Act of Holders (and the consequences of any
thereof) in connection with Sections 10.04 to 10.09, inclusive, or such other
covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such Covenant Defeasance means that,
with respect to such Outstanding Securities, the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such Section or such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any
such Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a default or an
Event of Default under Section 5.01(4) or 5.01(8) or otherwise, as the case
may be, but, except as specified above, the remainder of this Indenture and
such Securities shall be unaffected thereby.

     SECTION 14.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of Section 14.02 or Section
14.03 to any Outstanding Securities of or within a series:

          (a) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
Section 6.07 who shall agree to comply with the provisions of this Article
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of such Securities, (1) an amount in
such currency, currencies or currency unit in which such Securities are then
specified as payable at Stated Maturity, or (2) Government Obligations
applicable to such Securities (determined on the basis of the currency,
currencies or currency unit in which such Securities are then specified as
payable at Stated Maturity) which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide,
not later than the due date of any payment of principal of (and premium or
Make-Whole Amount, if any) and interest, if any, on such Securities, money in
an amount, or (3) a combination thereof, in any case, in an amount,
sufficient, without consideration of any reinvestment of such principal and
interest, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, to pay and discharge, and which shall be applied by the Trustee
(or other qualifying trustee) to pay and discharge, (i) the principal of (and
premium or Make-Whole Amount, if any) and interest, if any, on such
Outstanding Securities on the Stated Maturity of such principal or
installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to such Outstanding Securities on
the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities.

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          (b) Such Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture or any
other material agreement or instrument to which the Company is a party or by
which it is bound.

          (c) No Event of Default or event which with notice or lapse of time
or both would become an Event of Default with respect to such Securities
shall have occurred and be continuing on the date of such deposit or, insofar
as Sections 5.01(6) and 5.01(7) are concerned, at any time during the period
ending on the 91st day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until the expiration of
such period).

          (d) In the case of an election under Section 14.02, the Company
shall have 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 shall
confirm that, the Holders of such Outstanding Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of such
Defeasance and will be subject to Federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such
Defeasance had not occurred.

          (e) In the case of an election under Section 14.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that
the Holders of such Outstanding Securities will not recognize income, gain or
loss for Federal income tax purposes as a result of such Covenant Defeasance
and will be subject to Federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant
Defeasance had not occurred.

          (f) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the Defeasance under Section 14.02 or the Covenant Defeasance under
Section 14.03 (as the case may be) have been complied with and an Opinion of
Counsel to the effect that either (i) as a result of a deposit pursuant to
subsection (a) above and the related exercise of the Company's option under
Section 14.02 or Section 14.03 (as the case may be), registration is not
required under the Investment Company Act of 1940, as amended, by the Company,
with respect to the trust funds representing such deposit or by the Trustee for
such trust funds or (ii) all necessary registrations under said Act have been
effected.

          (g) Notwithstanding any other provisions of this Section, such
Defeasance or Covenant Defeasance shall be effected in compliance with any
additional or substitute terms, conditions or limitations which may be imposed
on the Company in connection therewith pursuant to Section 3.01.

          (h) The payment of amounts payable to the Trustee pursuant to this
Indenture shall be paid or provided for to the reasonable satisfaction of the
Trustee.

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     SECTION 14.05 DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

     Subject to the provisions of the last paragraph of Section 10.03, all
money and Government Obligations (or other property as may be provided
pursuant to Section 3.01) (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this
Section 14.05, the "Trustee") pursuant to Sectino 14.04 in respect of any
Outstanding Securities of any series shall be held in trust and applied by
the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities of all sums due and to become
due thereon in respect of principal (and premium or Make-Whole Amount, if
any) and interest, but such money need not be segregated from other funds
except to the extent required by law.

     Unless otherwise specified with respect to any Security pursuant to
Section 3.01, if, after a deposit referred to in Section 14.04(a) has been
made, (a) the Holder of a Security in respect of which such deposit was made
is entitled to, and does, elect pursuant to Section 3.01 or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 14.04(a) has been made in respect of
such Security, or (b) a Conversion Event occurs in respect of the currency or
currency unit in which the deposit pursuant to Section 14.04(a) has been
made, the indebtedness represented by such Security shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (and premium or Make-Whole Amount, if any), and interest, if
any, on such Security as the same becomes due out of the proceeds yielded by
converting (from time to time as specified below in the case of any such
election) the amount or other property deposited in respect of such Security
into the currency or currency unit in which such Security becomes payable as
a result of such election or Conversion Event based on the applicable market
exchange rate for such currency or currency unit in effect on the second
Business Day prior to each payment date, except, with respect to a Conversion
Event, for such currency or currency unit in effect (as nearly as feasible)
at the time of the Conversion Event.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 14.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of such Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, subject to
Sections 6.06 and 6.07, the Trustee shall deliver or pay to the Company from
time to time upon Company Request any money or Government Obligations (or
other property and any proceeds therefrom) held by it as provided in Section
14.04 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a Defeasance or Covenant Defeasance, as applicable,
in accordance with this Article.

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             ARTICLE FIFTEEN -- MEETINGS OF HOLDERS OF SECURITIES

     SECTION 15.01 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series may be called at any time and from time to
time pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Securities of such
series.

     SECTION 15.02 CALL, NOTICE AND PLACE OF MEETINGS.

          (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.01, to be held
at such time and at such place as the Trustee shall determine. Notice of every
meeting of Holders of Securities of any series, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 10.6, not less
than 20 nor more than 180 days prior to the date fixed for the meeting.

          (b) In case at any time the Company, pursuant to a Board Vote, or the
Holders of at least 25% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 15.01, 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 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

     SECTION 15.03 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to vote
at any meeting of Holders of Securities of any series, a Person shall be (1) a
Holder of one or more Outstanding Securities of such series, or (2) a Person
appointed by an instrument in writing as proxy for a Holder or Holders of one or
more Outstanding Securities of such series by such Holder or Holders. The only
Persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

     SECTION 15.04 QUORUM; ACTION. The Persons entitled to vote a majority in
principal amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series; PROVIDED, HOWEVER,
that if any action is to be taken at such meeting with respect to a consent or
waiver which this Indenture expressly provides may be given by the Holders of
not less than a specified percentage in principal amount of the Outstanding
Securities of a series, the Persons entitled to vote such specified percentage
in principal amount of the Outstanding Securities of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Securities of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined

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by the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at the reconvening of any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10
days; at the reconvening of any meeting adjourned or further adjourned for lack
of a quorum, the persons entitled to vote 25% in aggregate principal amount of
the then Outstanding Securities shall constitute a quorum for the taking of any
action set forth in the notice of the original meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section
15.02(a), except that such notice need be given only once not less than five
days prior to the date on which the meeting is scheduled to be reconvened.

     Except as limited by the proviso to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the persons entitled to
vote a majority in aggregate principal amount of the Outstanding Securities
represented at such meeting; PROVIDED, HOWEVER, that, except as limited by the
proviso to Section 9.02, any resolution with respect to any request, demand,
authorization, direction, notice, consent, waiver or other action which this
Indenture expressly provides may be made, given or taken by the Holders of a
specified percentage, which is less than a majority, in principal amount of the
Outstanding Securities of a series may be adopted at a meeting or an adjourned
meeting duly reconvened and at which a quorum is present as aforesaid by the
affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of that series.

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

     Notwithstanding the foregoing provisions of this Section 15.04, if any
action is to be taken at a meeting of Holders of Securities of any series with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

               (A) there shall be no minimum quorum requirement for such
          meeting; and

               (B) the principal amount of the Outstanding Securities of such
          series that vote in favor of such request, demand, authorization,
          direction, notice, consent, waiver or other action shall be taken into
          account in determining whether such request, demand, authorization,
          direction, notice, consent, waiver or other action has been made,
          given or taken under this Indenture.

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     SECTION 15.05 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

          (a) Notwithstanding any provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities of a series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 1.04 and the appointment of any proxy shall be proved in
the manner specified in Section 1.04. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be
presumed valid and genuine without the proof specified in Section 1.04 or
other proof.

          (b) 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 Holders of Securities as provided in Section 15.02(b), in which
case the Company or the Holders of Securities of the series 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 Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

          (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Security 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 Holder of a Security of such series or proxy.

          (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

     SECTION 15.06 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed the signatures
of the Holders of Securities of such series or of their representatives by proxy
and the principal amounts and serial numbers of the Outstanding Securities of
such series 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, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original

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reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the fact, setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 15.02 and, if applicable, Section 15.04. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Company and another to
the Trustee to be preserved by the Trustee, the latter to have attached thereto
the ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                   ARTICLE SIXTEEN -- CONVERSION OF SECURITIES

     SECTION 16.01 APPLICABILITY OF ARTICLE; CONVERSION PRIVILEGE AND CONVERSION
PRICE.

     Securities of any series which are convertible shall be convertible in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.
Subject to and upon compliance with the provisions of this Article, at any time
during the period specified in the Securities, at the option of the Holder
thereof, any Security or any portion of the principal amount thereof which is
$1,000 or an integral multiple of $1,000 may be converted at the principal
amount thereof, or of such portion thereof, into fully paid and nonassessable
shares (calculated as to each conversion to the nearest 1/100 of a share) of
Common Stock of the Company, at the Conversion Price, determined as hereinafter
provided, in effect at the time of conversion. In case a Security or portion
thereof is called for redemption, such conversion right in respect of the
Security or portion so called shall expire at the close of business on the
Business Day immediately preceding the Redemption Date, unless the Company
defaults in making the payment due upon redemption, in which case such
conversion right shall terminate on the date such default is cured.

     The price at which shares of Common Stock shall be delivered upon
conversion (herein called the "Conversion Price") of Securities of any series
shall be specified in such Securities. The Conversion Price shall be adjusted in
certain instances as provided in Section 16.04.

     In case the Company shall, by dividend or otherwise, declare or make a
distribution on its Common Stock referred to in paragraph (4) of Section 16.04,
the Holder of each Security, upon the conversion thereof pursuant to this
Article subsequent to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution and prior to
the effectiveness of the Conversion Price adjustment in respect of such
distribution pursuant to paragraph (4) of Section 16.04, shall be entitled to
receive for each share of Common Stock into which such Security is converted,
the portion of the evidence of indebtedness, shares of Capital Stock or assets
so distributed applicable to one share of Common Stock; provided, however, that,
at the election of the Company (whose election shall be evidenced by a Board
Vote filed with the Trustee) with respect to all Holders so converting, the
Company may, in lieu of distributing to such Holder any portion of such
distribution not consisting of cash or securities of the Company, pay such
Holder an amount in cash equal to the fair market value thereof (as determined
in good faith by the Board of Directors, whose determination shall be conclusive
and described in a Board Vote filed with the Trustee). If any conversion of a
Security entitled to the benefits

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described in the immediately preceding sentence occurs prior to the payment date
for a distribution to holders of Common Stock which the Holder of the Security
so converted is entitled to receive in accordance with the immediately preceding
sentence, the Company may elect (such election to be evidenced by a Board Vote
filed with the Trustee) to distribute to such Holder a due bill for the
evidences of indebtedness, shares of Capital Stock or assets to which such
Holder is so entitled, provided that such due bill (i) meets any applicable
requirements of the principal national securities exchange or other market on
which the Common Stock is then traded, and (ii) requires payment or delivery of
such evidences of indebtedness or assets no later than the date of payment or
delivery thereof to holders of Common Stock receiving such distribution.

     SECTION 16.02 EXERCISE OF CONVERSION PRIVILEGE.

     In order to exercise the conversion privilege, the Holder of any
Security to be converted shall surrender such Security, duly endorsed or
assigned to the Company or in blank, at any office or agency maintained by
the Company pursuant to Section 10.02, accompanied by written notice to the
Company at such office or agency that the Holder elects to convert such
Security or, if less than the entire principal amount thereof is to be
converted, the portion thereof to be converted and shall comply with any
additional requirements set forth in such Security. Securities surrendered
for conversion during the period from the close of business on any Regular
Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date shall (except for Securities the
Maturity of which is prior to such Interest Payment Date) be accompanied by
payment in funds acceptable to the Company of an amount equal to the interest
payable on such Interest Payment Date on the principal amount of Securities
being surrendered for conversion and such interest shall be paid on such
Interest Payment Date as provided in Section 3.07. Except as provided in the
preceding sentence, no payment or adjustment shall be made upon any
conversion on account of any interest accrued on the Securities surrendered
for conversion or on account of any dividends on the Common Stock issued upon
conversion.

     The Company's delivery to the Holder of the fixed number of shares of the
Common Stock of the Company (and any cash in lieu of any fractional share of
Common Stock) into which the Security is convertible shall be deemed to satisfy
the Company's obligation to pay the principal amount of the Security and all
accrued interest and original issue discount that has not previously been paid.
The shares of Common Stock of the Company so delivered shall be treated as
issued first in payment of accrued interest and original issue discount and then
in payment of principal. Thus, accrued interest and original issue discount
shall be treated as paid, rather than canceled, extinguished or forfeited.

     Securities shall be deemed to have been converted immediately prior to the
close of business on the day of surrender of such Securities for conversion in
accordance with the foregoing provisions, and at such time the rights of the
Holders of such Securities as Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon conversion shall be treated
for all purposes as the record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the conversion date, the Company
shall issue and shall deliver at such office or agency a certificate or
certificates for the number of

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full shares of Common Stock issuable upon conversion, together with payment in
lieu of any fraction of a share, as provided in Section 16.03.

     In the case of any Security which is converted in part only, as promptly as
practicable on or after the conversion date the Company shall execute and the
Trustee shall authenticate and make available for delivery to the Holder thereof
(or the Depositary in the case of a Global Security), at the expense of the
Company, a new Security or Securities, of authorized denominations in aggregate
principal amount equal to the unconverted portion of the principal amount of
such Security.

     SECTION 16.03 FRACTIONS OF SHARES.

     No fractional shares of Common Stock shall be issued upon conversion of
Securities. If more than one Security shall be surrendered for conversion at one
time by the same Holder, the number of full shares of Common Stock which shall
be issuable upon conversion thereof shall be computed on the basis of the
aggregate principal amount of the Securities (or specified portions thereof) so
surrendered. Instead of any fractional share of Common Stock which would
otherwise be issuable upon conversion of any Security or Securities (or
specified portions thereof), the Company shall pay a cash adjustment (rounded to
the nearest cent) in respect of such fraction in an amount equal to the same
fraction of the Closing Price per share of the Common Stock on the day of
conversion (or, if such day is not a Trading Day, on the Trading Day immediately
preceding such day).

     SECTION 16.04 ADJUSTMENT OF CONVERSION PRICE.

     The Conversion Price shall be subject to adjustment from time to time as
follows:

                    (i) If the Company pays or makes a dividend or other
          distribution (a) on its Common Stock exclusively in Common Stock or
          (b) on any other class of Capital Stock of the Company, which dividend
          or distribution includes Common Stock of the Company, the Conversion
          Price in effect at the opening of business on the day following the
          date fixed for the determination of stockholders entitled to receive
          such dividend or other distribution (the "Dividend Record Date") shall
          be reduced by multiplying such Conversion Price by a fraction of which
          the numerator shall be the number of shares of Common Stock of the
          Company outstanding at the close of business on the Dividend Record
          Date and the denominator shall be the sum of such number of shares and
          the total number of shares constituting such dividend or other
          distribution. Such reduction shall become effective immediately after
          the opening of business on the day following the date fixed for such
          determination. For the purposes of this paragraph (i), the number of
          shares of Common Stock of the Company at any time outstanding shall
          not include shares held in the treasury of the Company, but shall
          include shares issuable in respect of scrip certificates issued in
          lieu of fractions of shares of Common Stock. The Company shall not pay
          any dividend or make any distribution on shares of Common Stock held
          in the treasury of the Company.

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                    (ii) Subject to paragraph (vi) of this Section, if the
          Company pays or makes a dividend or other distribution on its Common
          Stock consisting exclusively of Short Term Rights (as defined below),
          or otherwise issues Short Term Rights to all holders of its Common
          Stock, the Conversion Price in effect at the opening of business on
          the day following the record date for the determination of holders of
          Common Stock entitled to receive such Short Term Rights (the "Rights
          Record Date") shall be reduced by multiplying such Conversion Price by
          a fraction of which the numerator shall be the number of shares of
          Common Stock of the Company outstanding at the close of business on
          the Rights Record Date plus the number of shares of Common Stock of
          the Company which the aggregate of the offering price of the total
          number of shares of Common Stock so offered for subscription or
          purchase would purchase at such current market price and the
          denominator shall be the number of shares of Common Stock of the
          Company outstanding at the close of business on the Rights Record Date
          plus the number of shares of Common Stock so offered for subscription
          or purchase. Such reduction shall become effective immediately after
          the opening of business on the day following the Rights Record Date.
          For the purposes of this paragraph (ii), the number of shares of
          Common Stock of the Company at any time outstanding shall not include
          shares held in the treasury of the Company, but shall include shares
          issuable in respect of scrip certificates issued in lieu of fractions
          of shares of Common Stock of the Company. The Company shall not issue
          any rights, options or warrants in respect of shares of its Common
          Stock held in the treasury of the Company. When used in this Section
          16.04, the term "Short Term Rights" shall mean rights, warrants or
          options entitling the holders thereof (for a period commencing no
          earlier than the Rights Record Date and expiring not more than 45 days
          after the Rights Record Date) to subscribe for or purchase shares of
          Common Stock of the Company at a price per share less than the current
          market price per share (determined as provided in paragraph (vii) of
          this Section 16.04) of the Common Stock of the Company on the Rights
          Record Date.

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

                    (iv) Subject to the last sentence of this paragraph (iv) of
          this Section, if the Company, by dividend or otherwise, (a)
          distributes to all holders of its Common Stock evidences of its
          indebtedness, shares of any class of Capital Stock of the Company or
          other assets (other than cash dividends out of current or retained
          earnings), or (b) distributes to substantially all holders of Common
          Stock

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          rights or warrants to subscribe for securities (other than Short Term
          Rights to which paragraph (ii) of this Section 16.04 applies), the
          Conversion Price shall be reduced by multiplying such Conversion Price
          by a fraction of which the numerator shall be the current market price
          per share (determined as provided in paragraph (vii) of this Section
          16.04) of the Common Stock of the Company on the Reference Date (as
          defined below) less the fair market value (as determined in good faith
          by the Board of Directors, whose determination shall be conclusive and
          described in a Board Vote filed with the Trustee), on the Reference
          Date, of the portion of the evidences of indebtedness and other assets
          so distributed or of such subscription rights or warrants applicable
          to one share of Common Stock (collectively, the "Market Value of the
          Distribution") and the denominator shall be such current market price
          per share of the Common Stock of the Company. Such reduction shall
          become effective immediately prior to the opening of business on the
          day (the "Reference Date") following the later of (a) the date fixed
          for the payment of such distribution and (b) the date 20 days after
          notice relating to such distribution is required to be given pursuant
          to Section 16.06(a). If the Board of Directors determines the fair
          market value of any distribution for purposes of this paragraph (iv)
          by reference to the actual or when issued trading market for any
          securities comprising such distribution, it must in doing so consider
          the prices in such market over the same period used in computing the
          current market price per share pursuant to paragraph (vii) of this
          Section 16.04. In the event that, with respect to any distribution to
          which this paragraph (iv) of Section 16.04 would otherwise apply, the
          Market Value of the Distribution is greater than the current market
          price per share of the Common Stock (such distribution being referred
          to herein as an "Unadjusted Distribution"), then the adjustment
          provided by this paragraph (iv) shall not be made and in lieu thereof
          the provisions of Section 16.11 shall apply with respect to such
          Unadjusted Distribution.

                    (v) The Company may, but shall not be required to, make such
          reductions in the Conversion Price, in addition to those required by
          paragraphs (i), (ii), (iii), and (iv) of this Section 16.04, as it
          considers to be advisable in order that any event treated for federal
          income tax purposes as a dividend of stock or stock rights shall not
          be taxable to the recipients. In addition, the Company, from time to
          time, may decrease the Conversion Price by any amount and for any
          reason, temporarily or otherwise, including situations where the Board
          of Directors determines such decrease to be fair and appropriate with
          respect to transactions in which holders of Common Stock have the
          right to participate.

                    (vi) Rights or warrants issued or distributed by the Company
          to all holders of its Common Stock entitling the holders thereof to
          subscribe for or purchase shares of Common Stock or Preferred Stock,
          which rights or warrants (i) are deemed to be transferred with such
          shares of Common Stock, (ii) are not exercisable and (iii) are also
          issued or distributed in respect of future issuances of Common Stock,
          in each case in clauses (i) through (iii) until the occurrence of a
          specified event or events ("Trigger Events"), shall for purposes of
          this Section 16.04 not be deemed issued or distributed until the
          occurrence of the earliest

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          Trigger Event. Each share of Common Stock issued upon conversion of
          Securities pursuant to this Article shall be entitled to receive the
          appropriate number of Common Stock purchase rights (the "Rights"), if
          any, and the certificates representing the Common Stock issued upon
          conversion shall bear such legends, if any. Notwithstanding anything
          to the contrary in this Article, there shall not be any adjustment to
          the Conversion Price as a result of (i) the distribution of separate
          certificates representing the Rights; (ii) the occurrence of certain
          events entitling holders of Rights to receive, upon exercise thereof,
          Common Stock or other securities of the Company or other securities of
          another corporation; or (iii) the exercise of such Rights. No
          adjustment in the Conversion Price need be made for rights to purchase
          or the sale of Common Stock pursuant to a Company plan providing for
          reinvestment of dividends or interest.

                    (vii) For the purpose of any computation under paragraph
          (ii), (iv) or (v) of this Section 16.04, the "current market price"
          per share of Common Stock of the Company on any date shall be deemed
          to be the average of the daily Closing Prices for the 15 consecutive
          Trading Days selected by the Company commencing not more than 30
          Trading Days before, and ending not later than, the date in question.

                    (viii) No adjustment in the Conversion Price shall be
          required unless such adjustment would require an increase or decrease
          of at least 1% in the Conversion Price; provided, however, that any
          adjustments which by reason of this paragraph (viii) are not required
          to be made shall be carried forward and taken into account in any
          subsequent adjustment. All calculations under this Article shall be
          made to the nearest cent or to the nearest one-hundredth of a share of
          Common Stock, as the case may be.

                    (ix) Anything herein to the contrary notwithstanding, in the
          event the Company shall declare any dividend or distribution requiring
          an adjustment in the Conversion Price hereunder and shall, thereafter
          and before the payment of such dividend or distribution to
          stockholders, legally abandon its plan to pay such dividend or
          distribution, the Conversion Price then in effect hereunder, if
          changed to reflect such dividend or distribution, shall upon the legal
          abandonment of such plan be changed to the Conversion Price which
          would have been in effect at the time of such abandonment (after
          giving effect to all other adjustments not so legally abandoned
          pursuant to the provisions of this Article) had such dividend or
          distribution never been declared.

                    (x) Notwithstanding any other provision of this Section
          16.04, no adjustment to the Conversion Price shall reduce the
          Conversion Price below the then par value per share of the Common
          Stock of the Company, and any such purported adjustment shall instead
          reduce the Conversion Price to such par value. Notwithstanding the
          foregoing sentence, the Company hereby covenants that it will from
          time to time take all such action as may be required to assure that
          the par value per share of the Common Stock is at all times equal to
          or less than the Conversion Price.

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                    (xi) In the event that this Article requires adjustments
          to the Conversion Price under more than one of paragraphs (i), (ii),
          (iii) or (iv) of this Section 16.04, and the record or effective dates
          for the transaction giving rise to such adjustments shall occur on the
          same date, then such adjustments shall be made by applying (to the
          extent they are applicable), first, the provisions of paragraph (iii)
          of this Section 16.04, second, the provisions of paragraph (i) of this
          Section 16.04, third, the provisions of paragraph (iv) of this Section
          16.04 and, fourth, the provisions of paragraph (ii) of this Section
          16.04. Anything herein to the contrary notwithstanding, no single
          event shall require or result in duplicative adjustments in the
          Conversion Price pursuant to this Section 16.04. After an adjustment
          to the Conversion Price under this Article, any subsequent event
          requiring an adjustment under this Article shall cause an adjustment
          to the Conversion Price as so adjusted. If, after an adjustment, a
          Holder of a Security upon conversion of such Security receives shares
          of two or more classes of Capital Stock of the Company, the Conversion
          Price shall thereafter be subject to adjustment upon the occurrence of
          an action taken with respect to any such class of Capital Stock as is
          contemplated by this Article with respect to the Common Stock in this
          Article.

     SECTION 16.05 NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.

     Whenever the Conversion Price is adjusted as herein provided:

                    (i) the Company shall compute the adjusted Conversion Price
          in accordance with Section 16.04 or Section 16.11 and shall prepare an
          Officer's Certificate setting forth the adjusted Conversion Price and
          showing in reasonable detail the facts upon which such adjustment is
          based, and such certificate shall forthwith be filed (with a copy to
          the Trustee) at each office or agency maintained for the purpose of
          conversion of any Securities pursuant to Section 10.02; and

                    (ii) a notice stating that the Conversion Price has been
          adjusted and setting forth the adjusted Conversion Price shall
          forthwith be required, and as soon as practicable after it is
          required, such notice shall be mailed by the Company to all Holders at
          their last addresses as they shall appear in the Security Register.

     SECTION 16.06 NOTICE OF CERTAIN CORPORATE ACTION.

          In case:
                    (i) the Company shall take any action that would require a
          Conversion Price adjustment pursuant to Section 16.04 or Section
          16.11; or

                    (ii) there shall occur any reclassification of the Common
          Stock of the Company (other than a subdivision or combination of its
          outstanding shares of Common Stock), or any consolidation or merger to
          which the Company is a party, or the sale, transfer or lease of all or
          substantially all of the assets of the

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          Company and for which approval of any stockholders of the Company is
          required; or

                    (iii) there shall occur the voluntary or involuntary
          dissolution, liquidation or winding up of the Company,

then the Company shall cause to be filed at each office or agency maintained for
the purpose of conversion of Securities pursuant to Section 10.02, and shall
cause to be mailed to all Holders at their last addresses as they shall appear
in the Security Register, at least 10 days prior to the applicable record,
effective or expiration date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of any dividend,
distribution or granting of rights, warrants or options, or, if a record is not
to be taken, the date as of which the holders of Common Stock of record to be
entitled to such dividend, distribution, rights, options or warrants are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective, and, if applicable, the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up.

     SECTION 16.07 COMPANY TO RESERVE COMMON STOCK.

     The Company shall at all times reserve and keep available, free from
preemptive rights, out of its authorized but unissued Common Stock, for the
purpose of effecting the conversion of Securities, a number of shares of Common
Stock for the conversion of all outstanding Securities of any series which is
convertible into Common Stock.

     SECTION 16.08 TAXES ON CONVERSION.

     The Company will pay any and all taxes that may be payable in respect of
the issue or delivery of shares of Common Stock on conversion of Securities
pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and
delivery of shares of Common Stock in a name other than that of the Holder of
the Security or Securities to be converted, and no such issue or delivery shall
be made unless and until the Person requesting such issue has paid to the
Company the amount of any such tax, or has established to the satisfaction of
the Company that such tax has been paid.

     SECTION 16.09 COVENANTS AS TO COMMON STOCK.

     The Company covenants that all shares of Common Stock which may be issued
upon conversion of Securities will upon issue be duly and validly issued, fully
paid and nonassessable, free of preemptive or any similar rights, and, except as
provided in Section 16.08, the Company will pay all taxes, liens and charges
with respect to the issue thereof.

     The Company will endeavor promptly to comply with all Federal and state
securities laws regulating the offer and delivery of shares of Common Stock upon
conversion of Securities, if any, and will list or cause to have quoted such
shares of Common Stock on each national

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securities exchange or in the over-the-counter market or such other market on
which the Common Stock is then listed or quoted.

     SECTION 16.10 CANCELLATION OF CONVERTED SECURITIES.

     All Securities delivered for conversion shall be delivered to the Trustee
to be cancelled by or at the direction of the Trustee, which shall dispose of
the same as provided in Section 3.09.

     SECTION 16.11 PROVISIONS IN CASE OF CONSOLIDATION, MERGER OR SALE OF
ASSETS; SPECIAL DISTRIBUTIONS.

     If any of the following shall occur, namely: (i) any reclassification or
change of outstanding shares of Common Stock issuable upon conversion of
Securities (other than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of a subdivision or
combination), (ii) any consolidation or merger to which the Company is a party
other than a merger in which the Company is the continuing corporation and which
does not result in any reclassification of, or change (other than a change in
name, or par value, or from par value to no par value, or from no par value to
par value or as a result of a subdivision or combination) in, outstanding shares
of Common Stock or (iii) any sale or conveyance of all or substantially all of
the property or business of the Company as an entirety, then the Person formed
by such consolidation or resulting from such merger or which acquires such
properties or assets, as the case may be, shall as a condition precedent to such
transaction execute and deliver to the Trustee a supplemental indenture
providing that the Holder of each Security then outstanding shall have the right
thereafter, during the period such Security shall be convertible as specified in
Section 16.01, to convert such Security only into the kind and amount of
securities, cash and other property receivable, if any, upon such consolidation,
merger, sale, transfer or lease by a holder of the number of shares of Common
Stock of the Company into which such Security might have been converted
immediately prior to such consolidation, merger, sale, transfer or lease;
provided that the kind and amount of securities, cash and other property so
receivable shall be determined on the basis of the following assumptions. The
holder of Common Stock referred to in the foregoing sentence:

                    (i) is not (a) a Person with which the Company consolidated,
          (b) a Person into which the Company merged or which merged into the
          Company, or (c) a Person to which such sale, transfer or lease was
          made (any Person described in the foregoing clauses (a), (b), or (c),
          hereinafter referred to as a "Constituent Person"), or (d) an
          Affiliate of a Constituent Person; and

                    (ii) failed to exercise his rights of election, if any, as
          to the kind or amount of securities, cash and other property
          receivable upon such consolidation, merger, sale, transfer or lease
          (provided that if the kind or amount of securities, cash and other
          property receivable upon such consolidation, merger, sale transfer or
          lease is not the same for each share of Common Stock of the Company in
          respect of which such rights of election shall not have been
          exercised, then for the purpose of this Section 16.11 the kind and
          amount of securities, cash and other property receivable upon such
          consolidation, merger,

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          sale, transfer or lease shall be deemed to be the kind and amount so
          receivable per share by a plurality of such shares of Common Stock).

     Such supplemental indenture shall provide for adjustments which, for events
subsequent to the effective date of such supplemental indenture, shall be as
nearly equivalent as may be practicable to the adjustments provided for in this
Article. If, in the case of any such consolidation, merger, sale transfer or
lease the stock or other securities and property (including cash) receivable
thereupon by a holder of Common Stock includes shares of stock or other
securities and property of a corporation other than the successor or purchasing
corporation, as the case may be, in such consolidation, merger, sale, transfer
or lease then such supplemental indenture shall also be executed by such other
corporation and shall contain such additional provisions to protect the
interests of the Holders of the Securities as the Board of Directors of the
Company shall reasonably consider necessary by reason of the foregoing. The
above provisions of this Section 16.11 shall similarly apply to successive
consolidations, mergers, sales, transfers or leases.

     In the event the Company shall execute a supplemental indenture pursuant to
this Section 16.11, the Company shall promptly file with the Trustee an
Officers' Certificate briefly stating the reasons therefor, the kind or amount
of shares of stock or securities or property (including cash) receivable by
Holders of the Securities upon the conversion of their Securities after any such
reclassification, change, consolidation, merger, sale, transfer or lease and any
adjustment to be made with respect thereto.

     If the Company makes a distribution to all holders of its Common Stock that
constitutes an Unadjusted Distribution pursuant to the last sentence of
paragraph (4) of Section 16.04, then, from and after the record date for
determining the holders of Common Stock entitled to receive such distribution
(the "Distribution Record Date"), a Holder of a Security who converts such
Security in accordance with the provisions of this Indenture shall, upon
conversion, be entitled to receive, in addition to the shares of Common Stock
into which the Security is convertible, the kind and amount of evidences of
indebtedness, shares of Capital Stock, or other assets or subscription rights or
warrants, as the case may be, comprising the distribution that such Holder would
have received if such Holder had converted the Security immediately prior to the
Distribution Record Date.

     SECTION 16.12 TRUSTEE ADJUSTMENT DISCLAIMER; COMPANY DETERMINATION FINAL.

     The Trustee has no duty to determine when an adjustment under this Article
should be made, how it should be made or what it should be. The Trustee has no
duty to determine whether a supplemental indenture under Section 16.11 need be
entered into or whether any provisions of any supplemental indenture are
correct. The Trustee shall not be accountable for and makes no representation as
to the validity or value of any securities or assets issued upon conversion of
Securities. The Trustee shall not be responsible for the Company's failure to
comply with this Article. Any determination that the Company or the Board of
Directors must make pursuant to this Article is conclusive, absent manifest
error.

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     SECTION 16.13 WHEN NO ADJUSTMENT REQUIRED.

          (a) Except as expressly set forth in Section 16.04, no adjustment in
the Conversion Price shall be made because the Company issues, in exchange for
cash, property or services, shares of its Common Stock, or any securities
convertible into or exchangeable for shares of its Common Stock, or securities
(including warrants, rights and options) carrying the right to subscribe for or
purchase shares of its Common Stock or such convertible or exchangeable
securities.

          (b) Notwithstanding anything herein to the contrary, no adjustment in
the Conversion Price shall be made pursuant to Section 16.04 in respect of any
dividend or distribution if the Holders may participate therein (on a basis to
be determined in good faith by the Board of Directors) and receive the same
consideration they would have received if they had converted the Securities
immediately prior to the record date with respect to such dividend or
distribution.

     SECTION 16.14 EQUIVALENT ADJUSTMENTS.

          In the event that, as a result of an adjustment made pursuant to
Section 16.04 above, the holder of any Security thereafter surrendered for
conversion shall become entitled to receive any shares of Capital Stock of the
Company other than shares of its Common Stock, thereafter the Conversion Price
of such other shares so receivable upon conversion of any Securities shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to Common Stock
contained in this Article.

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

                                                   BOSTON PRIVATE FINANCIAL
                                                   HOLDINGS, INC.

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

Attest:

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

[SEAL]
                                                   SUNTRUST BANK, as Trustee
                                                   -------------------------

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

Attest:

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

[SEAL]

                                       99