<PAGE>

                                                                Exhibit 4(i)(ii)

                        NEW YORK COMMUNITY BANCORP, INC.

                                       To

                            WILMINGTON TRUST COMPANY,

                                     Trustee

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

                                    INDENTURE

                               Dated as of   , 2002
                                           --

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

               Junior Subordinated Deferrable Interest Debentures

<PAGE>

                        NEW YORK COMMUNITY BANCORP, INC.

                         Reconciliation and tie between
                           Trust Indenture Act of 1939
                                 and Indenture,
                               dated as of   , 2002
                                           --

Trust Indenture Act Sections   Indenture Section
----------------------------   -----------------
Section 310       (a)(1)       609
                  (a)(2)       609
                  (a)(3)       Not Applicable
                  (a)(4)       Not Applicable
                  (a)(5)       609
                  (b)          608
                               610
                  (c)          Not Applicable
Section 311       (a)(1)       613(a)
                  (b)          613(b)
                  (b)(2)       703(a)(3)
                               703(b)
Section 312       (a)          701
                               702(a)
                  (b)          702(b)
                  (c)          702(c)
Section 313       (a)          703(a)
                  (b)          703(b)
                  (c)          703(c)
                  (d)          703(d)
Section 314       (a)          704, 1007
                  (b)          Not Applicable
                  (c)(1)       102
                  (c)(2)       102
                  (c)(3)       Not Applicable
                  (d)          Not Applicable
                  (e)          102

                                        i

<PAGE>

Section 315       (a)          609(a)
                               601(c)
                  (b)          602
                               703(a)(7)
                  (c)          601(b)
                  (d)          601(c)
                  (d)(1)       601(a)
                  (d)(2)       601(c)(2)
                  (d)(3)       601(c)(3)
                  (e)          514
Section 316       (a)          101
                  (a)(1)(A)    104(h), 502
                               512
                  (a)(1)(B)    104(h), 513
                  (a)(2)       Not Applicable
                  (b)          508

Section 317       (a)(1)       503
                  (a)(2)       504
                  (b)          1003
Section 318       (a)          107
                  (c)          107

                                       ii

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE ONE       DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................................   1
     SECTION 101. Definitions.................................................................................   1
     SECTION 102. Compliance Certificates and Opinions........................................................  11
     SECTION 103. Form of Documents Delivered to Trustee......................................................  11
     SECTION 104. Acts of Holders.............................................................................  12
     SECTION 105. Notices, etc. to Trustee and Company........................................................  14
     SECTION 106. Notice to Holders; Wavier...................................................................  14
     SECTION 107. Conflict with Trust Indenture Act...........................................................  15
     SECTION 108. Effect of Headings and Table of Contents....................................................  15
     SECTION 109. Successors and Assigns......................................................................  15
     SECTION 110. Separability Clause.........................................................................  15
     SECTION 111. Benefits of Indenture.......................................................................  16
     SECTION 112. Governing Law...............................................................................  16
     SECTION 113. Legal Holidays..............................................................................  16
     SECTION 114. Counterparts................................................................................  16

ARTICLE TWO       DEBT SECURITY FORMS.........................................................................  16
     SECTION 201. Forms Generally.............................................................................  16
     SECTION 202. Form of Trustee's Certificate of Authentication.............................................  17
     SECTION 203. Debt Securities in Global Form..............................................................  17

ARTICLE THREE     THE DEBT SECURITIES.........................................................................  18
     SECTION 301. Amount Unlimited: Issuable in Series........................................................  18
     SECTION 302. Denominations...............................................................................  21
     SECTION 303. Execution, Authentication, Delivery and Dating..............................................  22
     SECTION 304. Temporary Debt Securities...................................................................  25
     SECTION 305. Registration; Registration of Transfer and Exchange.........................................  27
     SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.......................................  31
     SECTION 307. Payment of Interest; Interest Rights Preserved..............................................  32
     SECTION 308. Persons Deemed Owners.......................................................................  34
     SECTION 309. Cancellation................................................................................  35
     SECTION 310. Computation of Interest.....................................................................  35
     SECTION 311. Certification by a Person Entitled to Delivery of a Bearer Security.........................  35
     SECTION 312. Judgments...................................................................................  36

ARTICLE FOUR      SATISFACTION AND DISCHARGE..................................................................  36
     SECTION 401. Satisfaction and Discharge of Indenture.....................................................  36
     SECTION 402. Application of Trust Money and Eligible Instruments.........................................  38
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE FIVE      REMEDIES.......................................................................................  38
     SECTION 501. Events of Default..............................................................................  38
     SECTION 502. Acceleration of Maturity; Rescission and Annulment.............................................  39
     SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee................................  40
     SECTION 504. Trustee May File Proofs of Claim...............................................................  42
     SECTION 505. Trustee May Enforce Claims without Possession of Debt Securities or Coupons....................  42
     SECTION 506. Application of Money Collected.................................................................  43
     SECTION 507. Limitation on Suits............................................................................  43
     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest and to Exchange Debt
         Securities for Capital Securities.......................................................................  44
     SECTION 509. Restoration of Rights and Remedies.............................................................  44
     SECTION 510. Rights and Remedies Cumulative.................................................................  45
     SECTION 511. Delay or Omission Not Waiver...................................................................  45
     SECTION 512. Control by Holders of Debt Securities..........................................................  45
     SECTION 513. Waiver of Past Defaults........................................................................  46
     SECTION 514. Undertaking for Costs..........................................................................  46
     SECTION 515. Waiver of Stay or Extension Laws...............................................................  46

ARTICLE SIX       THE TRUSTEE....................................................................................  47
     SECTION 601. Certain Duties and Responsibilities............................................................  47
     SECTION 602. Notice of Defaults.............................................................................  48
     SECTION 603. Certain Rights of Trustee......................................................................  48
     SECTION 604. Not Responsible for Recitals or Issuance of Debt Securities....................................  50
     SECTION 605. May Hold Debt Securities or Coupons............................................................  51
     SECTION 606. Money Held in Trust............................................................................  51
     SECTION 607. Compensation and Reimbursement.................................................................  51
     SECTION 608. Disqualification...............................................................................  52
     SECTION 609. Corporate Trustee Required; Eligibility........................................................  52
     SECTION 610. Resignation and Removal; Appointment of Successor..............................................  52
     SECTION 611. Acceptance of Appointment by Successor.........................................................  54
     SECTION 612. Merger, Conversion, Consolidation or Succession to Business....................................  55
     SECTION 613. Preferential Collection of Claims Against Company..............................................  56
     SECTION 614. Authenticating Agent...........................................................................  59

ARTICLE SEVEN     HOLDERS' LISTS AND REPORTS BY
                  TRUSTEE AND COMPANY............................................................................  61
     SECTION 701. Company to Furnish Trustee Names and Addresses of Holders......................................  61
     SECTION 702. Preservation of Information; Communications to Holders.........................................  61
     SECTION 703. Reports by Trustee.............................................................................  63
     SECTION 704. Reports by Company.............................................................................  64
</TABLE>

                                       iv

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE EIGHT     CONSOLIDATION, MERGER, CONVEYANCE,
                  TRANSFER OR LEASE..............................................................................  65
     SECTION 801. Company May Consolidate, etc., Only on Certain Terms...........................................  65
     SECTION 802. Successor Corporation Substituted..............................................................  66

ARTICLE NINE      SUPPLEMENTAL INDENTURES........................................................................  66
     SECTION 901. Supplemental Indentures without Consent of Holders.............................................  66
     SECTION 902. Supplemental Indentures with Consent of Holders................................................  67
     SECTION 903. Execution of Supplemental Indentures...........................................................  69
     SECTION 904. Effect of Supplemental Indentures..............................................................  69
     SECTION 905. Conformity with Trust Indenture Act............................................................  69
     SECTION 906. Reference in Debt Securities to Supplemental Indenture.........................................  70

ARTICLE TEN        COVENANTS.....................................................................................  70
     SECTION 1001. Payment of Principal, Premium and Interest....................................................  70
     SECTION 1002. Maintenance of Office or Agency...............................................................  70
     SECTION 1003. Money for Debt Securities Payments to Be Held in Trust........................................  71
     SECTION 1004. Officers' Certificate as to Default...........................................................  73
     SECTION 1005. Limitation on Disposition of Voting Stock of, and Merger and Sale of Assets by, the Bank......  73
     SECTION 1006. Payment of Additional Amounts.................................................................  74
     SECTION 1007. Waiver of Certain Covenants...................................................................  74
     SECTION 1008. Calculation of Original Issue Discount........................................................  75

ARTICLE ELEVEN     REDEMPTION OF DEBT SECURITIES.................................................................  75
     SECTION 1101. Applicability of Article......................................................................  75
     SECTION 1102. Election to Redeem; Notice to Trustee.........................................................  75
     SECTION 1103. Selection by Trustee of Debt Securities to Be Redeemed........................................  75
     SECTION 1104. Notice of Redemption..........................................................................  76
     SECTION 1105. Deposit of Redemption Price...................................................................  77
     SECTION 1106. Debt Securities Payable on Redemption Date....................................................  77
     SECTION 1107. Debt Securities Redeemed in Part..............................................................  78

ARTICLE TWELVE     SINKING FUNDS.................................................................................  78
     SECTION 1201. Applicability of Article......................................................................  78
     SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities....................................  79
     SECTION 1203. Redemption of Debt Securities for Sinking Fund................................................  79

ARTICLE THIRTEEN   REPAYMENT AT THE OPTION OF HOLDERS............................................................  80
     SECTION 1301. Applicability of Article......................................................................  80
     SECTION 1302. Repayment of Debt Securities..................................................................  80
     SECTION 1303. Exercise of Option; Notice....................................................................  80
     SECTION 1304. Election of Repayment by Remarketing Entities.................................................  81
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                                               <C>
     SECTION 1305. Debt Securities Payable on the Repayment Date................................................   82

ARTICLE FOURTEEN  EXCHANGE OF CAPITAL SECURITIES FOR
                  DEBT SECURITIES...............................................................................   82
     SECTION 1401. Applicability of Article.....................................................................   82
     SECTION 1402. Exchange of Capital Securities for Debt Securities at Stated Maturity........................   82
     SECTION 1403. Right of Early Exchange of Capital Securities for Debt Securities............................   83
     SECTION 1404. Notices of Exchange..........................................................................   84
     SECTION 1405. Rights and Duties of Holders of Debt Securities to be Exchanged for Capital Securities.......   86
     SECTION 1406. Election to Exchange.........................................................................   87
     SECTION 1407. Deposit of Capital Exchange Price............................................................   87
     SECTION 1408. Debt Securities Due on Capital Exchange Date; Debt Securities
         Exchanged in Part......................................................................................   88
     SECTION 1409. Form of Capital Security Election Form.......................................................   89
     SECTION 1410. Fractional Capital Securities................................................................   90
     SECTION 1411. Company to Obtain Governmental and Regulatory Approvals......................................   90
     SECTION 1412. Taxes on Exchange............................................................................   90
     SECTION 1413. Covenants as to Capital Securities and Secondary Offering....................................   90
     SECTION 1414. Provision in Case of Consolidation, Merger or Transfer of Assets.............................   91
     SECTION 1415. Responsibility of Trustee....................................................................   91
     SECTION 1416. Revocation of Obligation to Exchange Capital Securities
         for Debt Securities....................................................................................   92
     SECTION 1417. Optional Securities Funds....................................................................   92

ARTICLE FIFTEEN    SECURITIES FUNDS.............................................................................   94
     SECTION 1501. Creation of Securities Funds.................................................................   94
     SECTION 1502. Designations of Securities Funds.............................................................   94
     SECTION 1503. Covenant of the Company to Obtain Securities Funds...........................................   94

ARTICLE SIXTEEN    MEETINGS OF HOLDERS OF DEBT SECURITIES.......................................................   95
     SECTION 1601. Purposes for Which Meetings May Be Called....................................................   95
     SECTION 1602. Call, Notice and Place of Meetings...........................................................   95
     SECTION 1603. Persons Entitled to Vote at Meetings.........................................................   96
     SECTION 1604. Quorum; Action...............................................................................   96
     SECTION 1605. Determination of Voting Rights; Conduct and Adjournment
         of Meetings............................................................................................   97
     ELECTION 1606. Counting Votes and Recording Action of Meetings.............................................   98

ARTICLE SEVENTEEN  DEFEASANCE...................................................................................   98
     SECTION 1701. Termination of Company's Obligations.........................................................   98
     SECTION 1702. Repayment to Company.........................................................................   99
     SECTION 1703. Indemnity for Eligible Instruments...........................................................  100
</TABLE>

                                       vi

<PAGE>

<TABLE>
<S>                                                                                                               <C>
ARTICLE EIGHTEEN  SUBORDINATION OF DEBT SECURITIES..............................................................  100
     SECTION 1801. Debt Securities Subordinate to Senior Debt...................................................  100
     SECTION 1802. Trustee and Holders of Debt Securities May Rely on Certificate of Liquidating Agent; Trustee
         May Require Further Evidence as to Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior
         Debt...................................................................................................  103
     SECTION 1803. Payment Permitted if No Default..............................................................  103
     SECTION 1804. Trustee Not Charged with Knowledge of Prohibition............................................  104
     SECTION 1805. Trustee to Effectuate Subordination..........................................................  104
     SECTION 1806. Rights of Trustee as Holder of Senior Debt...................................................  104
     SECTION 1807. Article Applicable to Paying Agents..........................................................  104
     SECTION 1808. Subordination Rights Not Impaired by Acts or Omissions of the Company or Holders of
         Senior Debt............................................................................................  104

ARTICLE NINETEEN  CONVERSION OF CONVERTIBLE SECURITIES..........................................................  105
     SECTION 1901. Applicability of Article.....................................................................  105
     SECTION 1902. Right to Convert.............................................................................  105
     SECTION 1903. Exercise of Conversion Privilege; Delivery of Common Stock on Conversion; No Adjustment for
         Interest or Dividends..................................................................................  106
     SECTION 1904. Cash Payments in Lieu of Fractional Shares...................................................  107
     SECTION 1905. Conversion Price.............................................................................  107
     SECTION 1906. Adjustment to Conversion Price...............................................................  107
     SECTION 1907. Effect of Reclassification, Consolidation, Merger or Sale....................................  111
     SECTION 1908. Taxes on Shares Issued.......................................................................  111
     SECTION 1909. Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock..  112
     SECTION 1910. Responsibility of Trustee....................................................................  112
     SECTION 1911. Notice to Holders Prior to Certain Actions...................................................  112
     SECTION 1912. Covenant to Reserve Shares...................................................................  113
</TABLE>

                                       vii

<PAGE>

     INDENTURE (the "Indenture") dated as of   . 2002, between New York
                                             --
Community Bancorp, Inc., a Delaware corporation (hereinafter called the
"Company"), having its principal place of business at 615 Merrick Avenue,
Westbury, New York 11590 and Wilmington Trust Company, a Delaware banking
corporation, as trustee (hereinafter called the "Trustee"), having its Corporate
Trust Office at 1100 North Market Street, Wilmington, Delaware 19890.

                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
subordinated debentures, notes, bonds or other evidences of indebtedness (herein
called the "Debt Securities"), to be issued in one or more series.

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

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

     SECTION 101. Definitions.

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

          (1)  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 or by Commission rule or regulation under the Trust
               Indenture Act, either directly or by reference therein, as in
               force at the date as of which this instrument was executed,
               except as provided in Section 905, have the meanings assigned to
               them therein;

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

<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 in the United
               States at the date of such computation applied in a manner
               consistent with past practices of the Company; and

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

          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 104.

          "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.

          "Authorized Newspaper" means a newspaper in an official language of
the country of publication or in the English language customarily published on
each Business Day, whether or not published on Saturdays, Sundays or holidays,
and of general circulation in the place in connection with which the term is
used or in the financial community of such place. Where successive publications
are required to be made in Authorized Newspapers, the successive publications
may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day.

          "Bank" means New York Community Bank, a New York State-chartered
savings bank, and any successors to any substantial part of the present business
thereof.

          "Bearer Security" means any Debt Security established pursuant to
Section 201 which is payable to bearer including, without limitation, unless the
context otherwise indicates, a Debt Security in global bearer form.

          "Board of Directors" means either the board of directors of the
Company, or the executive or any other committee of that board duly authorized
to act in respect hereof.

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

          "Business Day," when used with respect to any Place of Payment or
Place of Capital

                                        2

<PAGE>

Exchange, means any day which is not a Saturday or Sunday and which is not a
legal holiday or a day on which banking institutions or trust companies in that
Place of Payment or Place of Capital Exchange are authorized or obligated by law
or executive order to close.

          "Capital Exchange Agent" means the Person or Persons appointed by the
Company to give notices and to exchange Debt Securities of any series for
Capital Securities as specified in Article Fourteen.

          "Capital Exchange Date", when used with respect to the Debt Securities
of any series, means any date on which such Debt Securities are to be exchanged
for Capital Securities pursuant to this Indenture.

          "Capital Exchange Price", when used with respect to any Debt Security
of any series to be exchanged for Capital Securities, means the amount of
Capital Securities for which such Debt Security is to be exchanged pursuant to
this Indenture or the aggregate sale price of such Capital Securities in the
Secondary Offering for such Debt Security, as the case may be.

          "Capital Securities" means any securities issued by the Company which
consist of any of the following: (i) Common Stock, (ii) Perpetual Preferred
Stock or (iii) securities which at the date of issuance may be issued in
exchange for, or the proceeds from the sale of which may be designated as
Securities Funds or Optional Securities Funds for the payment of the principal
of, "mandatory convertible securities" under applicable regulations of the
Primary Federal Regulator. Capital Securities may have such terms, rights and
preferences as may be determined by the Company.

     "Capital Security Election Form" means a form substantially in the form
included in Section 1409.

     "Clearstream" means Clearstream Banking, Luxemborg, societe anonyme.

     "Closing Price" has the meaning specified in Section 1906(d).

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

          "Common Stock" means when used with reference to the capital stock of
the Company, the class of stock which, at the date of execution of this
Indenture, is designated as common stock of the Company and stock of any class
or classes into which such common stock or any such other class may thereafter
be changed or reclassified. In case by reason of the operation of Article
Nineteen, the Convertible Securities shall be convertible into any other shares
or other securities or property of the Company or any other corporation, any
reference in this Indenture to the

                                        3

<PAGE>

conversion of Convertible Securities pursuant to Article Nineteen shall be
deemed to refer to and include conversion of Convertible Securities into such
other shares or other securities or property.

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

          "Company Request" and "Company Order" mean, respectively, a written
request or order signed in the name of the Company by the Chairman of the Board,
the Chairman of the Executive Committee of the Board, a Vice Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
a Vice Chairman, the Chief Financial Officer, or a Vice President (any reference
to a Vice President of the Company herein shall be deemed to include any Vice
President of the Company whether or not designated by a number or word or words
before or after the title "Vice President"), and by the Treasurer, an Assistant
Treasurer, Secretary or an Assistant Secretary of the Company, and delivered to
the Trustee.

          "Controlled Subsidiary" means any corporation more than 80% of the
outstanding shares of Voting Stock, except for directors' qualifying shares, of
which shall at the time be owned directly by the Company.

          "Conversion Price" has the meaning specified in Section 1905.

          "Convertible Securities" means any series of Debt Securities that are
designated as such pursuant to Section 301.

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date hereof is located at 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as successor Trustee may designate from
time to time by notice to the Holders and the Company).

          The term "corporation" includes corporations, associations, companies
and business trusts.

          The term "coupon" means any interest coupon appertaining to a Bearer
Security.

          "Debt Securities" has the meaning stated in the first recital of this

                                        4

<PAGE>

Indenture and more particularly means any Debt Securities authenticated and
delivered under this Indenture.

          "Defaulted Interest" has the meaning specified in Section 307.

          "Depositary" means, with respect to the Debt Securities of any series
issuable or issued in the form of a Global Security, the Person designated as
Depositary by the Company pursuant to Section 301 until a successor Depositary
shall have become such pursuant to the applicable provisions of this Indenture,
and thereafter "Depositary" shall mean or include each Person who is then a
Depositary hereunder, and if at any time there is more than one such Person,
"Depositary" as used with respect to the Debt Securities of any such series
shall mean the Depositary with respect to the Debt Securities of that series.

          "Designated Currency" has the meaning specified in Section 312.

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

          "ECU" means the European Currency Unit as defined and revised from
time to time by the Council of the European Communities.

          "Eligible Instruments" means monetary assets, money market instruments
and securities that are payable in Dollars only and essentially risk free as to
collection of principal and interest, including U.S. Government Obligations.

     "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
Office, as operator of the Euroclear System.

     "European Communities" means the European Economic Community, the European
Coal and Steel Community and the European Atomic Energy Community.

     "Event of Default" has the meaning specified in Section 501.

     "Exchange Rate" shall have the meaning specified as contemplated in Section
301.

     "Exchange Rate Agent" means the New York clearing house bank designated by
the Company to act as such for the Debt Securities.

     "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities denominated
in ECU, and other composite currency or Foreign Currency, and signed by the
Chairman of the Board, the Chairman of the Executive Committee of the Board, a
Vice Chairman of the Board, the

                                        5

<PAGE>

President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer
of the Company or the Exchange Rate Agent appointed pursuant to Section 301 and
delivered to the Trustee.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

     "Global Exchange Agent" has the meaning specified in Section 304.

     "Global Exchange Date" has the meaning specified in Section 304.

     "Global Security" means a Debt Security issued to evidence all or part of a
series of Debt Securities in accordance with Section 303.

     "Holder", with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Security Register and, with
respect to a Bearer Security or a coupon, means the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented, amended or restated by or pursuant to one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and, unless the context otherwise requires, shall include the
terms of a particular series of Debt Securities established as contemplated by
Section 301.

     The term "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", with respect to any Debt Security, means the
Stated Maturity of an installment of interest on such Debt Security.

     "Market Value" of any Capital Securities issued on any Capital Exchange
Date for Debt Securities of any series shall be the sale price of such Capital
Securities which are sold in the Secondary Offering for the Debt Securities of
such series. In the event no such Secondary Offering takes place, the Market
Value of such Capital Securities shall be the fair value of such Capital
Securities on such Capital Exchange Date for Debt Securities of such series as
determined by three independent nationally recognized investment banking firms
selected by the Company.

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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the Chairman of the Executive Committee of the Board, a Vice Chairman of
the Board, the Chief Executive

                                        6

<PAGE>

Officer, the President, the Chief Operating Officer, a Vice Chairman, the Chief
Financial Officer, or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered
to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be counsel for the Company, or
who may be other counsel acceptable to the Trustee, which is delivered to the
Trustee.

     "Optional Securities Fund" means a fund pursuant to which the proceeds of
sales of Capital Securities may be designated on the books of the Company for
the payment of any of the principal of any Debt Security pursuant to Section
1417 of this Indenture.

     "Original Issue Discount Security" means any Debt 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 502.

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

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

     (ii)  Debt 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 Debt Securities
           and any coupons pertaining thereto; provided, however, that if such
           Debt 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) Debt Securities in exchange for or in lieu of which other Debt
           Securities have been authenticated and delivered, or which have been
           paid, pursuant to this Indenture;

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in relying upon such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which a responsible
officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt Securities so owned which

                                        7

<PAGE>

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 Debt Securities and that the pledgee is not the Company or
any other obligor upon the Debt Securities or any Affiliate of the Company or of
such other obligor. The trustee shall be entitled to request and rely upon an
Officers' Certificate as conclusive evidence regarding the ownership or pledge
of Debt Securities by the Company or any of the obligor upon the Debt 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, if any) or interest on any Debt Securities on behalf
of the Company.

     "Perpetual Preferred Stock" means any stock of any class of the Company
which has a preference over Common Stock in respect of dividends or of amounts
payable in the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company and which is not mandatorily redeemable or repayable,
or redeemable or repayable at the option of the Holder, other than in shares of
Common Stock or Perpetual Preferred Stock of another class or series or with the
proceeds of the sale of Common Stock or Perpetual Preferred Stock.

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

     "Place of Capital Exchange", when used with respect to Debt Securities of
any series, means any place where the Debt Securities of such series are
exchangeable for Capital Securities as specified pursuant to Section 301.

     "Place of Payment," when used with respect to the Debt Securities of any
series means any place where the principal of (and premium, if any) and interest
on the Debt Securities of that series are payable as specified by Section 301.

     "Predecessor Security" of any particular Debt Security means every previous
Debt Security evidencing all or a portion of the same debt as that evidenced by
such particular Debt Security; and, for the purposes of this definition, any
Debt Security authenticated and delivered under Section 306 in lieu of a lost,
destroyed or stolen Debt Security shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.

     "Primary Federal Regulator" means the primary United States federal
regulator of the Company (which at the date of this Indenture is the Office of
Thrift Supervision), or any successor body or institution.

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

     "Redemption Price", when used with respect to any Debt Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                                        8

<PAGE>

     "Registered Security" means any Debt Security in the form of Registered
Securities established pursuant to Section 201 which is registered in the
Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Registered Securities of any series means the date specified for that
purpose as contemplated by Section 301.

     "Remarketing Entity", when used with respect to Debt Securities of any
series which are repayable at the option of the Holders thereof before their
Stated Maturity, means any person designated by the Company to purchase any such
Debt Securities.

     "Repayment Date", when used with respect to any Debt Security to be repaid
upon exercise of option for repayment by the Holder, means the date fixed for
such repayment pursuant to this Indenture.

     "Repayment Price", when used with respect to any Debt Security to be repaid
upon exercise of option for repayment by the Holder, means the price at which it
is to be repaid pursuant to this Indenture.

     "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Office with direct responsibility for the
administration of this Indenture, and also means, with respect to a particular
corporate trust matter, any other officer of such Trustee to whom such corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

     "Rights" has the meaning specified in Section 1906(c).

     "Secondary Offering", when used with respect to the Debt Securities of any
series, means the offering and sale by the Company of Capital Securities for the
account of Holders of Debt Securities of such series who elect to receive cash
and not Capital Securities on the Capital Exchange Date for such series.

     "Securities Fund" means a fund pursuant to which the proceeds of sales of
Capital Securities are designated on the books of the Company for the payment of
any principal of any Debt Security pursuant to the provisions of Section 1501.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Senior Debt" means any obligation of the Company to its creditors whether
now outstanding or subsequently incurred other than (i) any obligation as to
which, in the instrument creating or evidencing the same or pursuant to which
the same is outstanding, it is provided that such obligation

                                        9

<PAGE>

is not Senior Debt, (ii) obligations evidenced by the Debt Securities, and (iii)
obligations that are expressly stated in the terms of the Debt Securities (or in
this Indenture, any indenture supplement, or any Officers' Certificate delivered
under Section 301 hereof with respect to such Debt Securities) not to be Senior
Debt.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed, except as provided in Section
905.

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

     "United States" means the United States of America (including the District
of Columbia) and its possessions.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "U.S. Government Obligations" means direct obligations of the United States
for the payment of which its full faith and credit is pledged, or obligations of
a person controlled or supervised by and acting as an agency or instrumentality
of the United States the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States.

     "Voting Stock", as applied to the stock (or equivalent thereof) of any
corporation, means stock (or the equivalent thereof) of any class or classes,
however designated, having ordinary voting power for the election of a majority
of the directors of such corporation, other than stock (or such equivalent)
having such power only by reason of the happening of a contingency.

                                       10

<PAGE>

     SECTION 102. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture (other than the delivery of any
Debt Security to the Trustee for authentication pursuant to Section 303), 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 (other than certificates provided
pursuant to Section 704(4)) 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 103. Form of Documents Delivered to Trustee.

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

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

                                       11

<PAGE>

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 is 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 104. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided in 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.
If Debt Securities of a series are issuable in whole or in part as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be given or taken by
Holders may, alternatively, be embodied in and evidenced by the record of
Holders of Debt Securities voting in favor thereof, either in person or by
proxies duly appointed in writing, at any meeting of Holders of Debt Securities
duly called and held in accordance with the provisions of Article Sixteen, or a
combination of such instruments and any such record. 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 and so voting at any such meeting. Proof of execution of any such
instrument or of a writing appointing any such agent, or of the holding by any
Person of a Debt Security shall be sufficient for any purpose of this Indenture
and (subject to Section 601) 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 Debt Security shall be proved in the manner provided in Section 1606.

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Trustee deems sufficient.

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

     (d) The principal amount and serial numbers of Bearer Securities held by
any Person, and the date of holding the same, may be proved by the production of
such Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at
the date therein mentioned such Person had on deposit with such depositary, or
exhibited to it, the Bearer Securities in the amount and with the serial numbers
therein described; or such facts may be proved by the certificate or affidavit
of the Person holding such Bearer Securities, if such certificate or

                                       12

<PAGE>

affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other Person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.

     (e) The fact and date of execution of any such instrument or writing, the
authority of the Person executing the same and the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in other manner
which the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.

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

     (g) For purposes of determining the principal amount of Outstanding Debt
Securities of any series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under this Indenture, (i) each Original
Issue Discount Security shall be deemed to have the principal amount determined
by the Company that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security as of the date there is delivered
to the Trustee and, where it is hereby expressly required, to the Company, such
Act by Holders of the required aggregate principal amount of the Outstanding
Debt Securities of such series and (ii) each Debt Security denominated in a
Foreign Currency or composite currency shall be deemed to have the principal
amount determined by the Exchange Rate Agent by converting the principal amount
of such Debt Security in the currency in which such Debt Security is denominated
into Dollars at the Exchange Rate as of the date such Act is delivered to the
Trustee and, where it is hereby expressly required, to the Company by Holders of
the required aggregate principal amount of the Outstanding Debt Securities of
such series (or, if there is no such rate on such date, such rate on the date
determined as specified as contemplated in Section 301).

     (h) The Company may set a record for purposes of determining the identity
of Holders of Debt Securities of any series entitled to vote or consent to any
action by vote or consent authorized or permitted by Section 512 or Section 513.
Such record date shall be the later of 30 days prior to the first solicitation
of such consent or the date of the most recent list of Holders of such Debt
Securities furnished to the Trustee pursuant to Section 701 prior to such
solicitation.

                                       13

<PAGE>

     SECTION 105. Notices, etc. to Trustee and Company.

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

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided),
     if made, given, furnished or filed in writing to or with 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 the attention of its Secretary at the address of its principal
     office specified in the first paragraph of this instrument or at any other
     address previously furnished in writing to the Trustee by the Company.

     SECTION 106. Notice to Holders; Wavier.

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at such Holder's address as it appears in the Security Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice; and (2) such notice shall be sufficiently given
to Holders of Bearer Securities by publication thereof in an Authorized
Newspaper in The City of New York and, if the Debt Securities of such series are
then listed on The International Stock Exchange of the United Kingdom and the
Republic of Ireland and such stock exchange shall so require, in London, and, if
the Debt Securities of such series are then listed on the Luxembourg Stock
Exchange and such stock exchange shall so require, in Luxembourg and, if the
Debt Securities of such series are then listed on any other stock exchange
outside the United States and such stock exchange shall so require, in any other
required city outside the United States or, if not practicable, in Europe on a
Business Day at least twice, the first such publication to be not earlier than
the earliest date and not later than the latest date prescribed for the giving
of such notice.

     In case, by reason of the suspension of or irregularities in regular mail
service or for any reason, it shall be impossible or impracticable to mail
notice of any event to Holders when said notice is required to be given pursuant
to any provision of this Indenture or of the Debt Securities, then any manner of
giving such notice as shall be satisfactory to the Trustee shall be deemed to be
a sufficient giving of such notice. In any case where notice to Holders of
Registered Securities is to be given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect to
other Holders of Registered Securities or the sufficiency of any notice by
publication to Holders

                                       14

<PAGE>

of Bearer Securities given as provided above.

     In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible or
impracticable to make publication of any notice to Holders of Bearer Securities
as provided above, then such method of publication or notification as shall be
made with approval of the Trustee shall constitute a sufficient publication of
such notice. Neither failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published, shall
affect the sufficiency of any notice mailed to Holders of Registered Securities
as provided above.

     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 wavier 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 wavier.

     Any request, demand, authorization, direction, notice, consent, election,
waiver or other Act 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.

     SECTION 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

     SECTION 108. Effect of Headings and Table of Contents.

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

     SECTION 109. Successors and Assigns.

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

     SECTION 110. Separability Clause.

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

                                       15

<PAGE>

     SECTION 111. Benefits of Indenture.

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

     SECTION 112. Governing Law.

     This Indenture and the Debt Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws.

     SECTION 113. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date, Capital
Exchange Date or Stated Maturity of any Debt Security shall not be a Business
Day at any Place of Payment or Place of Capital Exchange, then (notwithstanding
any other provision of this Indenture or of the Debt Securities or coupons)
payment of interest or principal (and premium, if any) or exchange of Debt
Securities for Capital Securities or cash need not be made at such Place of
Payment or Place of Capital Exchange on such date, but may be made on the next
succeeding Business Day at such Place of Payment or Place of Capital Exchange
with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Repayment Date, Capital Exchange Date or Stated Maturity, and
no interest shall accrue for the period from and after such Interest Payment
Date, Redemption Date, Repayment Date, Capital Exchange Date or Stated Maturity,
as the case may be.

     SECTION 114. 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

                               DEBT SECURITY FORMS

     SECTION 201. Forms Generally.

     The Registered Securities, if any, and the Bearer Securities and related
coupons, if any, of each series shall be in substantially the form (including
temporary or permanent global form) as shall be established in or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon, as may be required to comply

                                       16

<PAGE>

with the rules of any securities exchange, or as may, consistently herewith, be
determined by the officers executing such Debt Securities or coupons, as
evidenced by their signatures on the Debt Securities or coupons. If the form of
Debt Securities of any series or coupons (including any such Global Security) is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 or the
authentication and delivery of such Debt Securities or coupons.

     Unless otherwise specified as contemplated by Section 301, Debt Securities
in bearer form, other than Debt Securities in temporary or permanent global
form, shall have coupons attached.

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

     SECTION 202. Form of Trustee's Certificate of Authentication.

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY, not in its individual capacity, but solely
  as Trustee


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

     SECTION 203. Debt Securities in Global Form.

     If Debt Securities of a series are issuable in whole or in part in global
form, as specified as contemplated by Section 301, then, notwithstanding clause
(12) of Section 301 and the provisions of Section 302, such Global Security
shall represent the aggregate amount of Outstanding Debt Securities from time to
time endorsed thereon and that the aggregate amount of Outstanding Debt
Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Global Security to reflect the amount, or any
increase or decrease in the amount, of Outstanding Debt Securities represented
thereby shall be made in such manner and upon instructions given by such Person
or Persons as shall be specified therein or in the Company Order to be delivered
to the Trustee pursuant to Section 303 or Section 304.

     The provisions of the last sentence of Section 303(g) shall apply to any
Debt Securities represented by a Debt Security in global form if such Debt
Security was never issued and sold by the Company and the Company delivers to
the Trustee the Debt Security in global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by an

                                       17

<PAGE>

Opinion of Counsel) with regard to the reduction in the principal amount of Debt
Securities represented thereby, together with the written statement contemplated
by the last sentence of Section 303(g).

     Global Securities may be issued in either registered or bearer form and in
either temporary or permanent form.

                                  ARTICLE THREE

                               THE DEBT SECURITIES

     SECTION 301. Amount Unlimited: Issuable in Series.

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

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

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

          (2) the limit, if any, upon the aggregate principal amount of the Debt
     Securities of the series which may be authenticated and delivered under
     this Indenture (except for Debt Securities authenticated and delivered upon
     registration of transfer of, or in exchange for, or in lieu of, other Debt
     Securities of the series pursuant to Section 304, 305, 306, 906, 1107,
     1303, 1408 or 1903 and except for any Debt Securities which, pursuant to
     Section 303, are deemed never to have been authenticated and delivered
     hereunder);

          (3) the date or dates on which the principal and premium, if any, of
     the Debt Securities of the series are payable;

          (4) the rate or rates, if any, at which the Debt Securities of the
     series shall bear interest, or the method or methods by which such rate or
     rates may be determined, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which such interest shall be payable,
     the Regular Record Date for the interest payable on any Registered Security
     on any Interest Payment Date and the circumstances, if any, in which the
     Company may defer interest payments;

          (5) the place or places where, subject to the provisions of Section
     1002, the principal of (and premium, if any) and interest on Debt
     Securities of the series shall be

                                       18

<PAGE>

     payable, any Registered Securities of the series may be surrendered for
     registration of transfer, Debt Securities of the series may be surrendered
     for exchange and notices and demands to or upon the Company in respect of
     the Debt Securities of the series and this Indenture may be served and
     where notices to Holders pursuant to Section 106 will be published;

          (6) if applicable, the period or periods within which or the date or
     dates on which, the price or prices at which and the terms and conditions
     upon which Debt Securities of the series may be redeemed, in whole or in
     part, at the option of the Company;

          (7) if applicable, the place or places at which, the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Debt Securities shall be exchangeable for Capital Securities of
     the Company, which terms and conditions shall not be inconsistent with
     Article Fourteen;

          (8) any covenant or option of the Company to create a Securities Fund
     for the repayment of the Debt Securities and the terms and conditions of
     such Securities Fund, which terms and conditions shall not be inconsistent
     with Article Fifteen;

          (9) the obligation, if any, of the Company to redeem, repay or
     purchase Debt 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 Debt Securities of the series shall be redeemed,
     repaid or purchased, in whole or in part, pursuant to such obligation;

          (10) whether Debt Securities of the series are to be issuable as
     Registered Securities, Bearer Securities or both, whether Debt Securities
     of the series are to be issuable with or without coupons or both and, in
     the case of Bearer Securities, the date as of which such Bearer Securities
     shall be dated if other than the date of original issuance of the first
     Debt Security of such series of like tenor and term to be issued;

          (11) whether the Debt Securities of the series shall be issued in
     whole or in part in the form of a Global Security or Securities and, in
     such case, the Depositary and Global Exchange Agent for such Global
     Security or Securities, whether such global form shall be permanent or
     temporary and, if applicable, the Global Exchange Date;

          (12) if Debt Securities of the series are to be issuable initially in
     the form of a temporary Global Security, the circumstances under which the
     temporary Global Security can be exchanged for definitive Debt Securities
     and whether the definitive Debt Securities will be Registered and/or Bearer
     Securities and will be in global form and whether interest in respect of
     any portion of such Global Security payable in respect of an Interest
     Payment Date prior to the Global Exchange Date shall be paid to any
     clearing organization with respect to

                                       19

<PAGE>

     a portion of such Global Security held for its account and, in such event,
     the terms and conditions (including any certification requirements) upon
     which any such interest payment received by a clearing organization will be
     credited to the Persons entitled to interest payable on such Interest
     Payment Date if other than as provided in this Article Three;

          (13) whether, and under what conditions, additional amounts will be
     payable to Holders of Debt Securities of the series pursuant to Section
     1006;

          (14) the denominations in which any Registered Securities of the
     series shall be issuable, if other than denominations of $1,000 and any
     integral multiple thereof, and the denominations in which any Bearer
     Securities of such series, shall be issuable, if other than the
     denominations of $5,000;

          (15) if other than the principal amount thereof, the portion of the
     principal amount of Debt Securities of the series which shall be payable
     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502;

          (16) the currency or currencies of denomination of the Debt Securities
     of any series, which may be in Dollars, any Foreign Currency or any
     composite currency, including but not limited to the ECU, and, if any such
     currency of denomination is a composite currency other than the ECU, the
     agency or organization, if any, responsible for overseeing such composite
     currency;

          (17) the currency or currencies in which payment of the principal of
     (and premium, if any) and interest on the Debt Securities will be made, the
     currency or currencies, if any, in which payment of the principal of (and
     premium, if any) or the interest on Registered Securities, at the election
     of each of the Holders thereof, may also be payable and the periods within
     which the terms and conditions upon which such election is to be made and
     the Exchange Rate and Exchange Rate Agent;

          (18) if the amount of payments of principal of (and premium, if any)
     or interest on the Debt Securities of the series may be determined with
     reference to an index based on a currency or currencies other than that in
     which the Debt Securities are denominated or designated to be payable, the
     manner in which such amounts shall be determined;

          (19) if payments of principal of (and premium, if any) or interest on
     the Debt Securities of the series are to be made in a Foreign Currency
     other than the currency in which such Debt Securities are denominated, the
     manner in which the Exchange Rate with respect to such payments shall be
     determined or if the Exchange Rate is to be determined otherwise than as
     provided in Section 101;

                                       20

<PAGE>

          (20) any Events of Default with respect to Debt Securities of such
     series, if not set forth herein;

          (21) the terms and conditions, if any, pursuant to which the Company's
     obligations under this Indenture may be terminated through the deposit of
     money or Eligible Instruments as provided in Articles Four or Seventeen;

          (22) the Person or Persons who shall be Security Registrar for the
     Debt Securities of such series if other than the Trustee, and the place or
     places where the Security Register for such series shall be maintained and
     the Person or Persons who will be the initial Paying Agent or Agents, if
     other than the Trustee;

          (23) whether the Debt Securities of the series are Convertible
     Securities and the terms related thereto including the Conversion Price and
     the date on which the right to convert expires; and

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

     All Debt Securities of any one series and the coupons appertaining to
Bearer Securities of such series, if any, shall be substantially identical
except, in the case of Registered Securities, as to denomination and except as
may otherwise be provided in or pursuant to such Board Resolutions and set forth
in such Officers' Certificate or in any such indenture supplemental hereto.

     Debt Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different Redemption or Repayment Dates and may be
denominated in different currencies or payable in different currencies.

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

     SECTION 302. Denominations.

     Debt Securities of each series shall be issuable in such form and
denominations as shall be specified in the form of Debt Security for such series
approved or established pursuant to Section 201 or in the Officers' Certificate
delivered pursuant to Section 301. In the absence of any specification with
respect to the Debt Securities of any series, the Registered Securities of such
series, if any, shall be issuable in denominations of $1,000 and any integral
multiple thereof and the Bearer Securities of such series, if any, shall be
issuable in the denomination of $5,000.

                                       21

<PAGE>

     SECTION 303. Execution, Authentication, Delivery and Dating.

     (a) The Debt Securities shall be executed on behalf of the Company by its
Chairman of the Board, the Chairman of the Executive Committee of the Board, a
Vice Chairman of the Board, the Chief Executive Officer, the President, the
Chief Operating Officer, a Vice Chairman, the Chief Financial Officer, or a Vice
President, and by its Treasurer or one of its Assistant Treasurers or its
Secretary or one of its Assistant Secretaries under its corporate seal
reproduced thereon. The signature of any of these officers on the Debt
Securities may be manual or facsimile. Coupons shall bear the facsimile
signature of the Treasurer or any Assistant Treasurer of the Company.

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

     (b) At any time and from time to time after the execution and delivery of
this Indenture, Debt Securities of any series may be executed by the Company and
delivered to the Trustee for authentication, and, except as otherwise provided
in this Article Three, shall thereupon be authenticated and delivered by the
Trustee upon Company Order, without any further action by the Company; provided,
however, that, in connection with its original issuance, a Bearer Security may
be delivered only outside the United States and, except in the case of a
temporary Global Security, only if the Company or its agent shall have received
the certification required pursuant to Sections 304(b)(iii) and (iv), unless
such certification shall have been provided earlier pursuant to Section
304(b)(v) hereof, and only if the Company has no reason to know that such
certification is false.

     To the extent authorized in or pursuant to a Board Resolution and set forth
in an Officers' Certificate, or established in one or more indentures
supplemental hereto, such written Company Order may be given by any one officer
of the Company, may be electronically transmitted, and may provide instructions
as to registration of holders, principal amounts, rates of interest, maturity
dates and other matters contemplated by such Board Resolution and Officers'
Certificate or supplemental indenture to be so instructed in respect thereof.
Before authorizing and delivering the first Debt Securities of any series (and
upon request of the Trustee thereafter), the Company shall deliver to the
Trustee (i) the certificates called for under Sections 201 and 301 hereof and
(ii) an Opinion of Counsel described in the next sentence.

     In authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to any Debt Securities, the
Trustee shall be entitled to receive, prior to the initial authentication of
such Debt Securities, and (subject to Section 601) shall be fully protected in
relying upon:

                                       22

<PAGE>

               (i) a Board Resolution relating thereto and, if applicable, an
     appropriate record of any action taken pursuant to such resolution
     certified by the Secretary or an Assistant Secretary of the Company;

               (ii) an executed supplemental indenture, if any, relating
     thereto;

               (iii) an Officers' Certificate setting forth the form and terms
     of the Debt Securities of such series and coupons, if any, pursuant to
     Sections 201 and 301 and stating that all conditions precedent provided for
     in this Indenture relating to the issuance of such Debt Securities have
     been complied with, that no Event of Default with respect to any series of
     Debt Securities has occurred and is continuing and that the issuance of
     such Debt Securities is not and will not result in an Event of Default or
     an event or condition which, upon the giving of notice (or the acquisition
     of knowledge) or the lapse of time or both, would become an Event of
     Default; and

               (iv) an Opinion of Counsel stating

                    (A) that the form of such Debt Securities and coupons, if
          any, has been established in or pursuant to a Board Resolution or by a
          supplemental indenture as permitted by Section 201 in conformity with
          the provisions of this Indenture;

                    (B) that the terms of such Debt Securities and coupons, if
          any, have been established in or pursuant to a Board Resolution or by
          a supplemental indenture as permitted by Section 301 in conformity
          with the provisions of this Indenture;

                    (C) that such Debt Securities and coupons, if any, 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 binding obligations of the
          Company, enforceable in accordance with their terms, subject, as to
          enforcement of remedies, to applicable bankruptcy, reorganization,
          insolvency, moratorium or other laws affecting creditors' rights
          generally and the application of general principles of equity, except
          that where the Debt Securities of any series are to be exchanged for
          Capital Securities or paid from the Securities Fund, the issuance of
          Capital Securities will require further action by the Board of
          Directors;

                    (D) that the Company has the corporate power to issue such
          Debt Securities and coupons, if any, and has duly taken all necessary
          corporate action with respect to such issuance;

                    (E) that the issuance of such Debt Securities and coupons,
          if any, will not contravene the charter or by-laws of the Company or
          result in any violation

                                       23

<PAGE>

          of any of the terms or provisions of any law or regulation or of any
          material indenture, mortgage or other agreement known to such counsel
          by which the Company or any of its subsidiaries is bound;

                    (F) that all laws and requirements in respect of the
          execution and delivery by the Company of such Debt Securities and
          coupons, if any, have been complied with and that authentication and
          delivery of such Debt Securities by the Trustee will not violate the
          terms of the Indenture; and

                    (G) such other matters as the Trustee may reasonably
          request.

     (c) If the Company shall establish pursuant to Section 301 that the Debt
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in permanent or
temporary form that (i) shall represent and shall be denominated in an aggregate
amount equal to the aggregate principal amount of the Outstanding Debt
Securities of such series to be represented by one or more Global Securities,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary and (iii) shall be delivered by
the Trustee to such Depositary or pursuant to such Depositary's instruction.

     (d) The Trustee shall have the right to decline to authenticate and deliver
any Debt Securities under this Section 303 if (i) the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or (ii) the
issuance of such Debt Securities will adversely affect the Trustee's own rights,
duties or immunities under the Debt Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

     (e) If all the Debt Securities of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel at the time of
issuance of each Debt Security, but such Opinion of Counsel, with appropriate
modifications, may instead be delivered at or prior to the time of the first
issuance of Debt Securities of such series.

     (f) Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     (g) No Debt Security or coupon attached thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Debt Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. Notwithstanding the
foregoing, if any Debt Security or portion thereof shall have been duly
authenticated and delivered hereunder

                                       24

<PAGE>

but never issued and sold by the Company, and the Company shall deliver such
Debt Security to the Trustee for cancellation as provided in Section 309
together with a written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) stating that such Debt
Security or portion thereof has never been issued and sold by the Company, for
all purposes of this Indenture such Debt Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

     (h) Each Depositary designated pursuant to Section 301 for a Global
Security in registered form must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Securities Exchange Act of 1934 and any other applicable statute or regulation.

     SECTION 304. Temporary Debt Securities.

     (a) Pending the preparation of definitive Debt Securities of any series,
the Company may execute, and upon receipt of documents required by Section 301
and 303, together with a Company Order, the Trustee shall authenticate and
deliver, temporary Debt Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any denomination, substantially of the
tenor and terms of the definitive Debt Securities in lieu of which they are
issued in registered form or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Debt
Securities may determine, as evidenced by their signatures on such Debt
Securities. In the case of Debt Securities of any series issuable as Bearer
Securities, such temporary Debt Securities may be in global form representing
all or any part of the Outstanding Debt Securities of such series.

     (b) Unless otherwise provided pursuant to Section 301:

               (i) Except in the case of temporary Debt Securities in global
     form, if temporary Debt Securities of any series are issued, the Company
     will cause definitive Debt Securities of such series to be prepared without
     unreasonable delay. After the preparation of definitive Debt Securities of
     such series, the related temporary Debt Securities shall be exchangeable
     for such definitive Debt Securities upon surrender of the temporary Debt
     Securities of such series at the office or agency of the Company in a Place
     of Payment for such series, without charge to the Holder. Upon surrender
     for cancellation of any one or more temporary Debt Securities of any series
     (accompanied, if applicable, by all unmatured coupons and all matured
     coupons in default appertaining thereto), the Company shall execute and the
     Trustee shall authenticate and deliver in exchange therefor a like
     principal amount of definitive Debt Securities of the same series of like
     tenor and terms and of authorized denominations; provided, however, that no
     Bearer Security shall be delivered in exchange for a Registered Security;
     and provided, further, that a Bearer Security shall be delivered in
     exchange for a Bearer Security only in compliance with the conditions set
     forth in Section 305.

                                       25

<PAGE>

               (ii) If Debt Securities of any series are issued in temporary
     global form, any such temporary Global Security shall, unless otherwise
     provided pursuant to Section 301, be delivered to the Depositary for the
     benefit of Euroclear and Clearstream S.A., for credit to the respective
     accounts of the beneficial owners of such Debt Securities (or to such other
     accounts as they may direct).

               (iii) 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 "Global Exchange Date"), the Company shall
     deliver definitive Debt Securities to the Trustee or the agent appointed by
     the Company pursuant to Section 301 to effect the exchange of the temporary
     Global Security for definitive Debt Securities (the "Global Exchange
     Agent"), in an aggregate principal amount equal to the principal amount of
     such temporary Global Security, executed by the Company. On or after the
     Global Exchange Date, such temporary Global Security shall be surrendered
     by the Depository to the Global Exchange Agent, to be exchanged, in whole
     or from time to time in part, for definitive Debt Securities without charge
     and the Trustee or the Global Exchange Agent, if authorized by the Trustee
     pursuant to Section 614, shall authenticate and deliver, in exchange for
     each portion of such temporary Global Security, an equal aggregate
     principal amount of definitive Debt Securities of the same series of
     authorized denominations and of like tenor and terms as the portion of such
     temporary Global Security to be exchanged. Upon any exchange of a part of
     such temporary Global Security for definitive Debt Securities, the portion
     of the principal amount and any interest thereon so exchanged shall be
     endorsed by the Global Exchange Agent on a schedule to such temporary
     Global Security, whereupon the principal amount and interest payable with
     respect to such temporary Global Security shall be reduced for all purposes
     by the amount so exchanged and endorsed. The definitive Debt Securities to
     be delivered in exchange for any such temporary Global Security shall be in
     bearer form, registered form, global registered form or global bearer form,
     or any combination thereof, as specified as contemplated by Section 301,
     and, if any combination thereof is so specified, as requested by the
     beneficial owner thereof; provided, however, that, in the case of the
     exchange of the temporary Global Security for definitive Bearer Securities
     (including a definitive Global Bearer Security), upon such presentation by
     the Depositary, such temporary Global Security shall be accompanied by a
     certificate signed by Euroclear as to the portion of such temporary Global
     Security held for its account then to be exchanged and a certificate signed
     by Clearstream S.A. as to the portion of such temporary Global Security
     held for its account then to be exchanged, each in form set forth in
     Exhibit B to this Indenture, unless such certificate(s) shall have been
     provided earlier pursuant to Section 304(b)(v) hereof; and provided,
     further, that definitive Bearer Securities (including a definitive Global
     Bearer Security) shall be delivered in exchange for a portion of a
     temporary Global Security only in compliance with the requirements of
     Section 303.

               (iv) The interest of a beneficial owner of Debt Securities in a
     temporary Global Security shall be exchanged for definitive Debt Securities
     of the same series of like tenor and terms following the Global Exchange
     Date when the account holder instructs

                                       26

<PAGE>

     Euroclear or Clearstream S.A., as the case may be, to request such exchange
     on such account holder's behalf and in the case of the exchange of the
     temporary Global Security for definitive Bearer Securities (including a
     definitive Global Bearer Security), unless such certificate(s) shall have
     been earlier provided pursuant to Section 304(b)(v) hereof, the account
     holder delivers to Euroclear or Clearstream S.A., as the case may be, a
     certificate in the form set forth in Exhibit A-1 and, if applicable A-2 to
     this Indenture, dated no earlier that 15 days prior to the Global Exchange
     Date, copies of which certificate shall be available from the offices of
     Euroclear and Clearstream S.A., the Global Exchange Agent, any
     authenticating agent appointed for such series of Debt 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
     Debt Securities must bear the cost of insurance, postage, transportation
     and the like in the event that such Person does not take delivery of such
     definitive Debt Securities in person at the offices of Euroclear and
     Clearstream S.A. Definitive Debt Securities in bearer form to be delivered
     in exchange for any portion of a temporary Global Security shall be
     delivered only outside the United States.

               (v) Until exchanged in full as hereinabove provided, the
     temporary Debt Securities of any series shall in all respects be entitled
     to the same benefits under this Indenture as definitive Debt Securities of
     the same series and of like tenor and terms authenticated and delivered
     hereunder, except that interest payable on a temporary Global Security on
     an Interest Payment Date shall be payable to Euroclear and Clearstream S.A.
     on such Interest Payment Date only if there has been delivery by Euroclear
     and Clearstream S.A. to the Global Exchange Agent of a certificate or
     certificates in form set forth in Exhibit B to this Indenture dated no
     earlier that the first Interest Payment Date, for credit without further
     interest on or after such Interest Payment Date to the respective accounts
     of the 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 S.A., as the case may be, a certificate in the
     form set forth in Exhibit A-1 and, if applicable, A-2 to this Indenture
     dated no earlier than the first Interest Payment Date. Any interest so
     received by Euroclear and Clearstream S.A. and not paid as herein provided
     prior to the Global Exchange Date shall be returned to the Global Exchange
     Agent which, upon expiration of two years after such Interest Payment Date
     shall repay such interest to the Company in accordance with Section 1003.

     SECTION 305. Registration; Registration of Transfer and Exchange.

     The Company shall cause to be kept at one of the offices or agencies to be
maintained by the Company in accordance with the provisions of this Section 305
and Section 1002, with respect to the Debt Securities of each series which are
Registered Securities, a register (herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Registered Securities and of
transfers of Registered Securities. Pursuant to Section 301, the Company shall
appoint, with respect to Debt

                                       27

<PAGE>

Securities of each series which are Registered Securities, a "Security
Registrar" for the purposes of registering such Debt Securities and transfers
and exchanges of such Debt Securities as herein provided.

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

     At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series of any authorized
denomination or denominations, of like tenor and terms and aggregate principal
amount, upon surrender of the Registered Securities to be exchanged at such
office or agency. Bearer Securities may not be delivered in exchange for
Registered Securities.

     At the option of the Holder, Registered Securities or Bearer Securities of
any series may be issued in exchange for Bearer Securities (except as otherwise
specified as contemplated by Section 301 with respect to a Bearer Security in
global form) of the same series, of any authorized denominations and of like
tenor and terms and aggregate principal amount, upon surrender of the Bearer
Securities to be exchanged at any such office or agency, with all unmatured
coupons and all matured coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured coupon or coupons
or matured coupon or coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company
and the Trustee in an amount equal to the face amount of such missing coupon or
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent any
such missing coupon in respect of which such a payment shall have been made,
such Holder shall be entitled to receive the amount of such payment; provided,
however, that, except as other provided in Section 1002, interest represented by
coupons shall be payable only upon presentation and surrender of those coupons
at an office or agency located outside the United States. Notwithstanding the
foregoing, in case a Bearer Security of any series is surrendered at any such
office or agency in exchange for a Registered Security of the same series and
like tenor and terms after the close of business at such office or agency on (i)
any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be.

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

                                       28

<PAGE>

     If at any time the Depositary for the Debt Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Debt Securities of such series or if at any time the Depositary for the Debt
Securities of such series shall no longer be eligible under Section 303(h), the
Company shall appoint a successor Depositary with respect to the Debt Security
of such series. If a successor Depositary for the Debt Securities of such series
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility, the Company's election pursuant
to Section 301(11) shall no longer be effective with respect to the Debt
Securities of such series and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Debt Securities of such series, will authenticate and deliver, Debt Securities
of such series in definitive form in an aggregate principal amount equal to the
principal amount of the Global Security or Securities representing such series
in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that the
Debt Securities of any series issued in the form of one or Global Securities
shall no longer be represented by such Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a Company Order
for the authentication and delivery of definitive Debt Securities of such
series, will authenticate and deliver, Debt Securities of such series in
definitive form and in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

     If specified by the Company pursuant to Section 301 with respect to a
series of Debt Securities, the Depositary for such series of Debt Securities may
surrender a Global Security for such series of Debt Securities in exchange in
whole or in part for Debt Securities of such series of like tenor and terms and
in definitive form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge,

     (a) to each Person specified by such Depositary a new Debt Security or
Securities of the same series of like tenor and terms and of any authorized
denomination as requested by such Person in aggregate principal amount equal to
and in exchange for such Person's beneficial interest in the Global Security;
and

     (b) to such Depositary a new Global Security of like tenor and terms and in
denomination equal to the difference, if any, between the principal amount of
the surrendered Global Security and the aggregate principal amount of Debt
Securities delivered to Holders thereof.

     In any exchange provided for in any of the proceeding three paragraphs, the
Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations if the
Debt Securities of such series are issuable as Registered Security, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of each such series are issuable as Bearer Securities or (c)
as either Registered or Bearer Securities, as shall be specified by the
beneficial owner thereof, if the Debt Security of such series

                                       29

<PAGE>

are issuable in either form; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless
the Company or its agent shall have received from the person entitled to receive
the definitive Bearer Security a certificate substantially in the form set forth
in Exhibit A-1 and, if applicable, A-2 hereto; and provided, further, that no
delivery of a Bearer Security will be issued if the Company has reason to know
that any such certificate is false.

     Upon the exchange of a Global Security for Debt Securities in definitive
form, such Global Security shall be cancelled by the Trustee. Registered
Securities issued in exchange for a Global Security pursuant to this Section
shall be registered in such names and in such authorized denominations as the
Depositary for such Global Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Registered Securities to the persons in whose names such Debt
Securities are so registered. The Trustee shall deliver Bearer Securities issued
in exchange for a Global Security pursuant to this Section to the persons, and
in such authorized denominations, as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee; provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Global Security unless
the Company or its agent shall have received from the person entitled to receive
the definitive Bearer Security a certificate substantially in the form set forth
in Exhibit A-1 and, if applicable, A-2 hereto; and provided, further, that
delivery of a Bearer Security shall occur only outside the United States; and
provided, further that no definitive Bearer Security will be issued if the
Company has reason to know that any such certificate is false.

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

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

     No service charge shall be made for any registration of transfer or
exchange of Debt 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 transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

     The Company shall not be required (i) to issue, register the transfer of or
exchange Debt Securities of any particular series to be redeemed or exchanged
for Capital Securities for a period of fifteen days preceding the first
publication of the relevant notice of redemption or, if Registered

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<PAGE>

Securities are outstanding and there is no publication, the mailing of the
relevant notice of redemption or exchange, or (ii) to register the transfer of
or exchange any Registered Security so selected for redemption or exchange in
whole or in part, except the unredeemed or unexchanged portion of such
Registered Security being redeemed or exchanged in part, or (iii) to exchange
any Bearer Security so selected for redemption or exchange except that such a
Bearer Security may be exchanged for a Registered Security of like tenor and
terms of that series, provided that such Registered Security shall be
simultaneously surrendered for redemption or exchange.

     Notwithstanding anything herein to the contrary, the exchange of Bearer
Securities into Registered Securities shall be subject to applicable laws and
regulations in effect at the time of exchange; neither the Company, the Trustee
nor the Security Registrar shall exchange any Bearer Securities into Registered
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
federal income tax laws and regulations then in effect and the Company has
delivered to the Trustee a Company Order directing the Trustee not to make such
exchanges thereafter unless and until the Trustee receives a subsequent Company
Order to the contrary. The Company shall deliver copies of such Company Orders
to the Security Registrar.

     SECTION 306. Mutilated, Destroyed, Lost and Stolen Debt Securities.

     If (i) any mutilated Debt Security or a Bearer Security with a mutilated
coupon appertaining to it is surrendered to a Paying Agent outside the United
States designated by the Company, or, in the case of any Registered Security, to
the Trustee, or (ii) the Company and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security or coupon,
and there is delivered to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, then, in the absence
of notice to the Company and the Trustee that such Debt Security or coupon has
been acquired by a bona fide purchaser, the Company shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for any
such mutilated Debt Security or Bearer Security with a mutilated coupon
appertaining to it or to which a destroyed, lost or stolen coupon appertains
(with all appurtenant coupons not destroyed, lost or stolen) or in lieu of any
such number not contemporaneously outstanding, with coupons corresponding to the
coupons, if any, appertaining to such destroyed, lost or stolen Security or to
the Security to which such destroyed, lost or stolen coupon appertains;
provided, however, that any such new Bearer Security will be delivered only in
compliance with the conditions set forth in Section 305.

     In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States; and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional

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<PAGE>

amounts payable as provided in Section 1006), shall be payable only upon
presentation and surrender of the coupons appertaining thereto.

     Upon the issuance of any new Debt Security or coupon 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 and printing expenses)
connected therewith.

     Every new Debt Security of any series, with its coupons, if any, issued
pursuant to this Section in lieu of any destroyed, lost or stolen Debt Security,
or in exchange for a Bearer Security to which a destroyed, lost or stolen coupon
appertains, shall constitute an original additional contractual obligation of
the Company, whether or not the destroyed, lost or stolen Debt Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Debt Security and coupons, if any, shall
be entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debt Securities of that series and their coupons, if any,
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 Debt Securities or coupons.

     SECTION 307. Payment of Interest; Interest Rights Preserved.

     Interest on any Registered 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 Registered Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of business
(at an office or agency in a Place of Payment for such series) on any Regular
Record Date and before the opening of business (at such office or agency) on the
next succeeding Interest Payment Date, such Bearer Security shall be surrendered
without the coupon relating to such Interest Payment Date and interest will not
be payable on such Interest Payment Date in respect of the Registered Security
issued in exchange for such Bearer Security, but will be payable only to the
Holder of such coupon when due in accordance with the provisions of this
Indenture. At the option of the Company, payment of interest on any Registered
Security may be made by check in the currency designated for such payment
pursuant to the terms of such Registered Security mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register or
by wire transfer to an account in such currency designated by such Person in
writing not less than ten days prior to the date of such payment.

     Any interest on any Registered 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
registered Holder on the relevant Regular Record Date by virtue

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<PAGE>

of his having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below:

     (1)  The Company may elect to make payment of any Defaulted Interest to the
          Persons in whose names the Registered 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 Registered 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 and/or, to
          the extent such Debt Securities are denominated and payable in Dollars
          only, Eligible Instruments the payments of principal and interest on
          which when due (and without reinvestment and providing no tax
          liability will be imposed upon the Trustee or the Holder of such
          Registered Securities) will provide money in such amounts as will
          (together with any money irrevocably deposited in trust with the
          Trustee, without investments) be 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 to the
          date of the proposed payment, such money and/or Eligible Instruments
          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. Unless the Trustee is acting as the
          Security Registrar, promptly after such Special Record Date, the
          Company shall furnish the Trustee with a list, or shall make special
          arrangements satisfactory to the Trustee with respect thereto, of the
          names and addresses of, and principal amounts of Registered Securities
          of such series held by, the Holders appearing on the Security Register
          at the close of business on such Special Record Date. In the name and
          at the expense of the Company, the Trustee 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 Registered Securities of such series at his address as it
          appears in the Security Register, not less than 10 days prior to such
          Special Record Date. Notice of the proposed payment of such Defaulted
          Interest and the Special Record Date therefor having been mailed as
          aforesaid, such Defaulted Interest shall be paid to the Persons in
          whose names the Registered 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). In case a Bearer Security of any
          series is surrendered at the office or agency in a Place of Payment
          for such series in exchange for a Registered Security of such series
          after the close of business at such office or agency on any Special
          Record Date and before the opening of business at

                                       33

<PAGE>

          such office or agency on the related proposed date for payment of
          Defaulted Interest, such Bearer Security shall be surrendered without
          the coupon relating to such proposed date of payment and Defaulted
          Interest will not be payable on such proposed date of payment in
          respect of the Registered Security issued in exchange for such Bearer
          Security, but will be payable only to the Holder of such coupon when
          due in accordance with the provisions of this Indenture.

     (2)  The Company may make payment of any Defaulted Interest on the
          Registered Securities of any series in any other lawful manner not
          inconsistent with the requirements of any securities exchange on which
          the Registered 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 Debt Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of any other Debt Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Debt
Security.

     Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive interest
payable on such coupon upon presentation and surrender of such coupon on or
after the Interest Payment Date of such coupon at an office or agency maintained
for such purpose pursuant to Section 1002.

     If any Registered Security is exchanged for Capital Securities after any
record date and on or prior to the next succeeding Interest Payment Date (other
than any Debt Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be paid by
the Company on such Interest Payment Date notwithstanding such exchange, and
such interest (whether or not punctually paid or duly provided for) shall be
paid to the Person in whose name that Debt Security is registered at the close
of business on such record date.

     If any Bearer Security is exchanged for Capital Securities after any record
date and on or prior to the next succeeding Interest Payment Date (other than
any Debt Security whose Maturity is prior to such Interest Payment Date),
interest whose Stated Maturity is on such Interest Payment Date shall be payable
on such Interest Payment Date notwithstanding such exchange, and such interest
(whether or not punctually paid or duly provided for) shall be paid by the
Company pursuant to such procedures as may be satisfactory to the Trustee.

     SECTION 308. Persons Deemed Owners.

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or of the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of

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<PAGE>

receiving payment of principal of (and premium, if any) and (subject to Section
307) interest on such Registered Security and for all other purposes whatsoever,
whether or not such Registered 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.

     The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon 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.

     None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

     SECTION 309. Cancellation.

     Unless otherwise provided with respect to a series of Debt Securities, all
Debt Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture, shall, if surrendered to the Company or any agent of the Company, 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 Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be disposed according to its
customary procedures.

     SECTION 310. Computation of Interest.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, interest on the Debt Securities of each series shall
be computed on the basis of a 360-day year of twelve 30-day months.

     SECTION 311. Certification by a Person Entitled to Delivery of a Bearer
Security.

     Whenever any provision of this Indenture or a Debt Security contemplates
that certification be given by a Person entitled to delivery of a Bearer
Security, such certification shall be provided substantially in the form of
Exhibit A-1 and, if applicable, A-2 hereto, with only such changes as shall be
approved by the Company and consented to by the Trustee whose consent shall not
unreasonably be withheld.

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<PAGE>

     SECTION 312. Judgments.

     The Company may provide, pursuant to Section 301, for the Debt Securities
of any series that, to the fullest extent possible under applicable law and
except as may otherwise be specified as contemplated in Section 301, (a) the
obligation, if any, of the Company to pay the principal of (and premium, if any)
and interest on the Debt Securities of any series and any appurtenant coupons in
a Foreign Currency, composite currency or Dollars (the "Designated Currency") as
may be specified pursuant to Section 301 is of the essence and agrees that
judgments in respect of such Debt Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on such Debt
Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be discharged only
to the extent of the amount in the Designated Currency that the Holder receiving
such payment may, in accordance with normal banking procedures, purchase with
the sum paid in such other currency (after any premium and cost of exchange) in
the country of issue of the Designated Currency in the case of Foreign Currency
or Dollars or in the international banking community in the case of a composite
currency on the Business Day immediately following the day on which such Holder
receives such payment; (c) if the amount in the Designated Currency that may be
so purchased for any reasons falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and (d) any obligation of the Company not discharged by such
payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

     SECTION 401. Satisfaction and Discharge of Indenture.

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Debt Securities herein expressly provided for and rights to receive payments of
principal and interest thereon and any right to receive additional amounts, as
provided in Section 1006) and the Trustee, at the expense of the Company, shall
execute proper instruments supplied by the Company acknowledging satisfaction
and discharge of this Indenture when

          (1)  either

                    (A)  all Debt Securities theretofore authenticated and
                         delivered and all coupons appertaining thereto (other
                         than (i) coupons appertaining to Bearer Securities
                         surrendered in exchange for Registered Securities and
                         maturing after such exchange, surrender of which is not
                         required or has been waived as

                                       36

<PAGE>

                         provided in Section 305, (ii) Debt Securities and
                         coupons which have been destroyed, lost or stolen and
                         which have been replaced or paid as provided in Section
                         306, (iii) coupons appertaining to Bearer Securities
                         called for redemption or surrendered for repayment and
                         maturing after the relevant Redemption Date or
                         Repayment Date, as appropriate, surrender of which has
                         been waived as provided in Section 1106 or 1303 and
                         (iv) Debt Securities and coupons for whose payment
                         money and/or Eligible Instruments have 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
                         1003) have been delivered to the Trustee canceled or
                         for cancellation; or

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

                         (1)  have become due and payable, or

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

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

and the Company, in the case of (B)(i), (B)(ii) or (B)(iii) above, has
irrevocably deposited or caused to be deposited with the Trustee, as trust funds
in trust for the purpose, money and/or, to the extent such Debt Securities are
denominated and payable in Dollars only, Eligible Instruments the payments of
principal and interest on which when due (and without reinvestment and providing
no tax liability will be imposed upon the Trustee or the Holders of Debt
Securities) will provide money in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be
sufficient to pay and discharge the entire indebtedness on such Debt Securities
and coupons of such series for principal (and premium, if any) and interest, and
any mandatory sinking fund, repayment or analogous payments thereon, on the
scheduled due dates therefor to the date of such deposit (in the case of Debt
Securities and coupons which have become due and payable) or to the Stated
Maturity or Redemption Date, if any, and all Repayment Dates (in the case of
Debt Securities repayable at the option of the Holders thereof); provided,
however, that in the event a petition for relief under the Bankruptcy Reform Act
of 1978 or a successor statute is filed with respect to the Company within 91
days after the deposit, the obligations of the Company under the Indenture with
respect to the Debt Securities of such series shall not be deemed terminated or

                                       37

<PAGE>

discharged, and in such event the Trustee shall be required to return the
deposited money and Eligible Instruments to the Company;

          (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 have been complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Sections 607 and, if money or
Eligible Instruments shall have been deposited with the Trustee pursuant to
Subclause (B) of Clause (1) of this Section, the obligations of the Trustee
under Section 402 and the last paragraph of Section 1003 shall survive.

     SECTION 402. Application of Trust Money and Eligible Instruments.

     Subject to the provisions of the last paragraph of Section 1003, all money
and Eligible Instruments deposited with the Trustee pursuant to Section 401
shall be held in trust and such money and the principal and interest received on
such Eligible Instruments shall be applied by it, in accordance with the
provisions of the Debt Securities, the coupons 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, if any) and interest for whose
payment such money or Eligible Instruments have been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

     SECTION 501. Events of Default.

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

          (1)  the entry of a decree or order for relief in respect of the
               Company or the Bank by a court having jurisdiction in the
               premises in an involuntary case under the Federal bankruptcy
               laws, as now or hereafter constituted, or any other applicable
               Federal or State bankruptcy, insolvency or other similar law, or

                                       38

<PAGE>

               appointing a receiver, liquidator, assignee, custodian, trustee,
               sequestrator (or other similar official) of the Company or the
               Bank or of any substantial part of the property of either, or
               ordering the winding up or liquidation of the affairs of either,
               and the continuance of any such decree or order unstayed and in
               effect for a period of 60 consecutive days; or

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

          (3)  any other Event of Default, if any, provided with respect to Debt
               Securities of such series specified as contemplated by Section
               301.

     SECTION 502. Acceleration of Maturity; Rescission and Annulment.

     If an Event of Default with respect to Debt Securities of any series at the
time Outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of Outstanding
Debt Securities of such series may declare the principal amount (or, if the Debt
Securities of such series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of such series) of and
all accrued but unpaid interest on all the Debt Securities of such series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by such Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. Upon
payment of such amount, all obligations of the Company in respect of the payment
of principal of the Debt Securities of such series shall terminate.

     At any time after such a declaration of acceleration with respect to Debt
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 principal amount of the
Outstanding Debt Securities of such 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

                                       39

<PAGE>

                    (A)  all overdue installments of interest on all Debt
                         Securities of such series and any related coupons,

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

                    (C)  to the extent that payment of such interest is lawful,
                         interest upon overdue installments for interest on each
                         Debt Security and any related coupons at the rate or
                         rates prescribed therefor in such Debt 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

          (2) all Events of Default with respect to Debt Securities of such
     series have been cured or waived as provided in Section 513.

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

     SECTION 503. Collection of Indebtedness and Suits for Enforcement by
Trustee.

     The Company covenants that if:

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

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

          (3)  defaults in the deposit of any sinking fund payment, when and as
               due by the terms of a Debt Security of such series, or

          (4)  defaults in any required designation of funds as Securities
               Funds, or

          (5)  defaults in the performance, or breach, of any covenant or
               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

                                       40

<PAGE>

               dealt with or which has been expressly included in this Indenture
               solely for the benefit of series of Debt Securities other than
               such series), and such default or breach continues for a period
               of 30 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 principal amount of the
               Outstanding Debt Securities of such 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 demand of the Trustee, pay to it, for the
               benefit of the Holders of such Debt Securities and coupons, the
               amount then due and payable on such Debt Securities and coupons
               for any overdue principal (and premium, if any) and interest,
               sinking fund installment and interest, including the delivery of
               any Capital Securities then required to be delivered, and, to the
               extent that payment of such interest shall be legally
               enforceable, interest upon the overdue principal (and premium, if
               any) and, upon overdue installments of interest, at the rate or
               rates prescribed therefor in such Debt 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 (including the delivery of any
Capital Securities then required to be delivered) forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and the
delivery of any Capital Securities required to be delivered and not so
delivered, or, in the case of the failure to deliver Capital Securities, money
equal to the principal amount of the Debt Securities for which the Capital
Securities were to be exchanged, and may prosecute such proceeding to judgment
or final decree, and may enforce the same against the Company or any other
obligor upon such Debt Securities and coupons and collect the moneys (or money
equal to the principal amount of the Debt Securities for which Capital
Securities were to be exchanged) 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 Debt Securities and coupons, wherever situated.

     If an Event of Default or a default specified in this Section with respect
to Debt Securities of any series occurs and is containing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders of Debt Securities of such series and any related coupons 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.

                                       41

<PAGE>

     SECTION 504. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or any related
coupons or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered (but shall have no duty), by intervention in such
proceeding or otherwise,

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

          (2)  to collect and receive any moneys or other property payable or
               deliverable on any such claims and to distribute the same; and
               any receiver, assignee, trustee, custodian, liquidator,
               sequestrator or other similar official in any such proceeding is
               hereby authorized by each 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
               607.

     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 Debt
Securities or coupons or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

     SECTION 505. Trustee May Enforce Claims without Possession of Debt
Securities or Coupons.

     All rights of action and claims under this Indenture or the Debt Securities
or coupons may be prosecuted and enforced by the Trustee without the possession
of any of the Debt Securities or coupons or the production thereof in any
proceeding relating hereto, 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,

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<PAGE>

expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Holders of the Debt Securities and coupons in
respect of which such judgment has been recovered.

     SECTION 506. Application of Money Collected.

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

          FIRST: To the Trustee for payment of all costs and expenses of
     collection, including all sums paid or advanced by the Trustee and the
     reasonable compensation, expenses and disbursements of the Trustee, its
     agents and counsel, and any other amounts due the Trustee under Section
     607;

          SECOND: To the payment of amounts then due and unpaid to the holders
     of Senior Debt, to the extent required by Article Eighteen;

          THIRD: To the payment of the amounts then due and unpaid for principal
     of (and premium, if any) and interest on the Debt Securities and any
     coupons, in respect of which or for the benefit of which such money has
     been collected ratably, without preference or priority of any kind,
     according to the amounts due and payable on such Debt Securities and any
     coupons for principal (and premium, if any) and interest, respectively. The
     Holders of each series of Debt Securities denominated in ECU, any other
     composite currency or a Foreign Currency and any matured coupons relating
     thereto shall be entitled to receive a ratable portion of the amount
     determined by the Exchange Rate Agent by converting the principal amount
     Outstanding of such series of Debt Securities and matured but unpaid
     interest on such series of Debt Securities in the currency in which such
     series of Debt Securities is denominated into Dollars at the Exchange Rate
     as of the date of declaration of acceleration of the Maturity of the Debt
     Securities; and

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

     SECTION 507. Limitation on Suits.

     No Holder of any Debt Security of any series or any related coupons 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 Debt Securities of such
     series;

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<PAGE>

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Debt Securities of such 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 indemnity reasonable to the
     Trustee 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 Debt Securities of such 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 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.

     SECTION 508. Unconditional Right of Holders to Receive Principal, Premium
and Interest and to Exchange Debt Securities for Capital Securities.

     Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of such coupon on the respective Stated Maturity or
Maturities expressed in such Debt Security or coupon (or, in the case of
redemption, on the Redemption Date or the Repayment Date, as the case may be),
to have the Debt Securities exchanged for Capital Securities pursuant to Article
Fourteen, if applicable, and to institute suit for the enforcement of any such
payment or exchange, and such right shall not be impaired without the consent of
such Holder, subject, however, to the provisions of Article Eighteen.

     SECTION 509. Restoration of Rights and Remedies.

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

                                       44

<PAGE>

     SECTION 510. Rights and Remedies Cumulative.

     Except as otherwise provided in Section 306, 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 511. Delay or Omission Not Waiver.

     No delay or omission of the Trustee or of any Holder of any Debt Security
or coupon 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 512. Control by Holders of Debt Securities.

     The Holders of a majority in principal amount of the Outstanding Debt
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 Debt
Securities of such series, provided, that

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

          (2)  subject to the provisions of Section 601, the Trustee shall have
               the right to decline to follow any such direction if the Trustee
               in good faith shall, by a Responsible Officer or Responsible
               Officers of the Trustee, determine that the proceeding so
               directed would be unjustly prejudicial to the Holders of Debt
               Securities of such series not joining in any such direction (it
               being understood that the Trustee does not have an affirmative
               duty to ascertain whether or not such actions or forbearances are
               unduly prejudicial to such Holders); and

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

     SECTION 513. Waiver of Past Defaults.

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<PAGE>

     The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
the Debt Securities of any such series and any related coupons 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, if any) or
     interest on any Debt 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 Debt Security of such series or coupon affected.

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

     SECTION 514. Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Debt Security
or coupon 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;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Debt
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest
on any Debt Security or the payment of any coupon on or after the respective
Stated Maturity or Maturities expressed in such Debt Security or coupon (or, in
the case of redemption or repayment, on or after the Redemption Date or
Repayment Date, as the case may be) or for the enforcement of the right to
exchange any Debt Securities for Capital Securities as provided in Article
Fourteen.

     SECTION 515. Waiver of Stay or Extension Laws.

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

                                       46

<PAGE>

                                   ARTICLE SIX

                                   THE TRUSTEE

     SECTION 601. Certain Duties and Responsibilities.

     (a) With respect to Debt Securities of any series, except during the
continuance of an Event of Default with respect to the Debt Securities of such
series,

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

               (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon Officers' Certificates or opinions
     furnished to the Trustee and conforming to the requirements of this
     Indenture; but in the case of any such certificates or opinions which by
     any provisions hereof are specifically required to be furnished to the
     Trustee, the Trustee shall be under a duty to examine the same to determine
     whether or not on their face they conform to the requirements of this
     Indenture (but need not conform or investigate the accuracy of mathematical
     calculations or other facts stated therein).

     (b) In case an Event of Default with respect to Debt Securities of any
series has occurred and is continuing, the Trustee shall, with respect to the
Debt Securities of such series or any coupons, as the case may be, exercise such
of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

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

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

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

          (3) the Trustee shall not be liable with respect to any action taken,
     suffered, or omitted to be taken by it with respect to Debt Securities of
     any series in good faith in accordance with the direction of the Holders of
     a majority in principal amount of Outstanding

                                       47

<PAGE>

     Debt Securities of such series relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Indenture with respect to the Debt Securities of such series.

     (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if 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.

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

     SECTION 602. Notice of Defaults.

     Within 90 days after the occurrence of any default hereunder actually known
by a Responsible Officer of the Trustee with respect to Debt Securities of any
series the Trustee shall transmit by mail to all Holders of Debt Securities of
such series, entitled to receive reports pursuant to Section 703(c), notice of
such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on any Debt
Security of such series or any related coupons or in the payment of any sinking
fund installment with respect to Debt Securities of such series or in the
exchange of Capital Securities for Debt 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 determines that the
withholding of such notice is in the interest of the Holders of Debt Securities
of such series. 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 Debt Securities of such series.

     SECTION 603. Certain Rights of Trustee.

     Except as otherwise provided in Section 601:

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

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

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<PAGE>

     (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 advise 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 of Debt Securities of such series or any related coupons pursuant to
this Indenture, unless such Holders shall have offered security or indemnity
reasonable to the Trustee 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, coupon, 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,
other than any such books or records containing information as to the affairs of
the customers of the Company or any of its subsidiaries; provided that the
Trustee may examine such books and records relating to customers to the extent
that such books and records contain information as to any payments made to such
customers in their capacity as Holders of Debt Securities; and

     (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; no Exchange Rate Agent, Global Exchange Agent, Capital Exchange
Agent, Depositary or Paying Agent shall be deemed an agent of the Trustee and
the Trustee shall not be responsible for any act or omission by any of them.

     (h) 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, or where information is required or necessary
to be furnished by the Company in order for the Trustee to act, the Trustee
(unless other evidence be herein specifically prescribed), shall not be liable
for any action it takes or omits to take in good faith in reliance upon an
Officer's Certificate;

     (i) The Trustee shall not be bound to ascertain or inquire as to the
performance or observance of any covenants, conditions or agreements on the part
of the Company, except as otherwise specifically set forth in this Indenture,
but the Trustee may require of the Company full

                                       49

<PAGE>

information and advice as to the performance of the covenants, conditions and
agreements contained herein and should be entitled in connection therewith to
examine the books, records and premises of the Company; provided, however, the
Trustee agrees to maintain the confidentiality of any nonpublic information
relating to the Company obtained by the Trustee in its capacity as Trustee and
not to reveal any such confidential information except as necessary to comply
with any court order or discovery request; and further provided that the Trustee
shall give prompt notice to the Company of any such court order or discovery
request received by the Trustee;

     (j) The permissive rights of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty;

     (k) The Trustee shall not be required to give any note or surety in respect
of the execution of the trusts and powers under this Indenture;

     (l) The Trustee shall not be deemed to have notice or knowledge of any
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge therefor unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture;

     (m) The rights, privileges, protections, immunities and benefits given to
the Trustee, including without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder; and

     (n) The Trustee may request that the Company delivers an Officers'
Certificate setting forth the names of officers authorized at such time to take
specified actions pursuant to this Indenture, which Officers' Certificate may be
signed by any person authorized to sign an Officers' Certificate, including any
person specified as so authorized in any such certificate previously delivered
and not superseded.

     SECTION 604. Not Responsible for Recitals or Issuance of Debt Securities.

     The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, and in any coupons, and the
information in any registration statement, including all attachments thereto,
except information provided by the Trustee therein, shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for this
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Debt Securities of any series or any
coupons or any Capital Securities. The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds
thereof. The Trustee shall not be responsible for and makes no representations
to the Company's ability or authority to issue Bearer Securities or the
lawfulness thereof.

                                       50

<PAGE>

     SECTION 605. May Hold Debt Securities or Coupons.

     The Trustee, any Paying Agent, the Security Registrar or any other agent of
the Company or the Trustee, in its individual or any other capacity, may become
the owner or pledgee of Debt Securities and coupons, and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such agent.

     SECTION 606. Money Held in Trust.

     Money held by the Trustee or any Paying Agent in trust hereunder need not
be segregated from other funds except to the extent required by law. Neither the
Trustee nor any Paying Agent shall be under any liability for interest on any
money received by it hereunder except as otherwise agreed with the Company.

     SECTION 607. 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 in any of its capacities
     hereunder (which compensation shall not be limited by any provision of law
     in regard to the compensation of a trustee of an express trust) such
     compensation to be agreed to in writing between the Trustee and the
     Company;

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

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

     As security for the performance of the obligations of the Company under
this Section, the Company and the Holders agree that the Trustee shall have a
claim prior to the Debt Securities and any coupons 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, if any) or interest on particular Debt
Securities or any coupons. The claims of the Trustee under this Section shall
not be subject to the provisions or Article Eighteen.

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<PAGE>

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(1) or Section 501(2), the expenses
(including reasonable fees and expenses of its counsel) and the compensation for
the services in connection therewith are intended to constitute expenses of
administration under Bankruptcy Law.

     The provisions of this Section shall survive resignation or removal of the
Trustee and the termination of this Indenture.

     SECTION 608. Disqualification.

     This Indenture shall always have a Trustee who satisfies the requirements
of Section 310(a)(1) of the Trust Indenture Act. The Trustee is subject to
Section 310(b) of the Trust Indenture Act.

     SECTION 609. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any State thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $5,000,000, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at
any time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. Neither the Company nor any person directly or
indirectly controlling, controlled by or under common control with the Company
may serve as Trustee. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

     SECTION 610. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

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

                                       52

<PAGE>

of competent jurisdiction for the appointment of a successor Trustee with
respect to the Debt Securities of such series.

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

     (d) If at any time:

          (1) the Trustee shall cease to be eligible under Section 609 with
     respect to any series of Debt Securities and shall fail to resign after
     written request therefor by the Company or by any such Holder, or

          (2) the Trustee shall become incapable of acting with respect to any
     series of Debt Securities or a decree or order for relief by a court having
     jurisdiction in the premises shall have been entered in respect of the
     Trustee in an involuntary case under the Federal bankruptcy laws, as now or
     hereafter constituted, or any other applicable Federal or State bankruptcy,
     insolvency or similar law; or a decree or order by a court having
     jurisdiction in the premises shall have been entered for the appointment of
     a receiver, custodian, liquidator, assignee, trustee, sequestrator or other
     similar official of the Trustee or of its property or affairs, or any
     public officer shall take charge or control of the Trustee or of its
     property or affairs for the purpose of rehabilitation, conservation,
     winding up or liquidation, or

          (3) the Trustee shall commence a voluntary case under the Federal
     bankruptcy laws, as now or hereafter constituted, or any other applicable
     Federal or State bankruptcy, insolvency or similar law or shall consent to
     the appointment of or taking possession by a receiver, custodian,
     liquidator, assignee, trustee, sequestrator or other similar official of
     the Trustee or its property or affairs, or shall make an assignment for the
     benefit of creditors, or shall admit in writing its inability to pay its
     debts generally as they become due, or shall take corporate action in
     furtherance of any such action,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to such series or (ii) subject to Section 514, any Holder
who has been a bona fide Holder of a Debt Security of any series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee for the Debt
Securities of such series and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting
with respect to any series of Debt Securities, or if a vacancy shall occur in
the office of Trustee for any cause, with respect to the Debt Securities or one
or more series, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Debt Securities of that or
those series (it being understood that any such successor Trustee may be
appointed with respect to the Debt Securities of one or more or all of such
series and that at any time there shall be only one Trustee

                                       53

<PAGE>

with respect to the Debt Securities of any particular series) and shall comply
with the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debt Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt 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, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders and accepted anointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Debt Security of such series for at least
six months may, subject to Section 514, 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 Debt Securities of such
series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Debt Securities of any series and each
appointment of a successor Trustee with respect to the Debt Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Debt
Securities of such series are issuable as Bearer Securities, by publishing
notice of such event once in an Authorized Newspaper in each Place of Payment
located outside the United States. Each notice shall include the name of the
successor Trustee with respect to the Debt Securities of such series and the
address of its Corporate Trust Office.

     SECTION 611. Acceptance of Appointment by Successor.

     (a) In the case of an appointment hereunder of a successor Trustee with
respect to all Debt 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 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 Debt Securities of one or more (but not all) series, the Company,
the retiring Trustee upon payment of its charges, and each successor Trustee
with respect to the Debt 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

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<PAGE>

of the retiring Trustee with respect to the Debt 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 Debt 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 Debt 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
Debt Securities of that or those series to which the appointment of such
successor Trustee relates; but, on the 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 Debt Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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

     SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

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

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<PAGE>

     SECTION 613. Preferential Collection of Claims Against Company.

     (a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within three months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the Debt
Securities and coupons and the holders of other indenture securities (as defined
in Subsection (c) of this Section):

          (1) an amount equal to any and all reductions in the amount due and
     owing upon any claim as such creditor in respect of principal or interest,
     effected after the beginning of such three-month period and valid as
     against the Company and its other creditors, except any such reduction
     resulting from the receipt or disposition of any property described in
     paragraph (2) of this Subsection, or from the exercise of any right of
     set-off which the Trustee could have exercised if a voluntary or
     involuntary case had been commenced in respect of the Company under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or other similar law
     upon the date of such default; and

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

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

          (A) to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or other similar law;

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

          (C) to realize, for its own account, but only to the extent of the
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such
     three-month period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no

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<PAGE>

     reasonable cause to believe that a default as defined in Subsection (c) of
     this Section would occur within three months; or

          (D) to receive payment on any claim referred to in paragraph (B) or
     (C), against the release of any property held as security for such claim as
     provided in paragraph (B) or (C), as the case may be, to the extent of the
     fair value of such property.

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

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

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<PAGE>

distributions as between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a mathematical formula.

     Any Trustee which has resigned or been removed after the beginning of such
three-month period shall be subject to the provisions of this Subsection as
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such three-month period, it shall be
subject to the provisions of this Subsection if and only if the following
conditions exist:

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

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

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

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

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

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

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

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

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<PAGE>

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

     (c) For the purposes of this Section only:

               (1) The term "default" means any failure to make payment in full
          of the principal of or interest on any of the Debt Securities or upon
          the other indenture securities when and as such principal or interest
          becomes due and payable.

               (2) The term "other indenture securities" means securities upon
          which the Company is an obligor outstanding under any other indenture
          (i) under which the Trustee is also trustee, (ii) which contains
          provisions substantially similar to the provisions of this Section,
          and (iii) under which a default exists at the time of the
          apportionment of the funds and property held in such special account.

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

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

               (5) The term "Company" means any obligor upon the Debt
          Securities.

     SECTION 614. Authenticating Agent.

     The Trustee shall upon Company request appoint one or more authenticating
agents (including, without limitation, the Company or any Affiliate thereof)
with respect to one or more series of Debt Securities which shall be authorized
on behalf of the Trustee in authenticating Debt Securities of such series in
connection with the issue, delivery, registration of transfer, exchange, partial
redemption or repayment of such Debt Securities. Wherever reference is made in
this Indenture to the authentication on behalf of the Trustee by the Trustee or
the Trustee's certificate of authentication, such reference shall be deemed to
include authentication 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 must be acceptable to the
Company and must be a

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<PAGE>

corporation organized and doing business under the laws of the United States or
of any State, having a principal office in the Borough of Manhattan, The City of
New York, having a combined capital surplus of at least $1,000,000, authorized
under such laws to do a trust business and subject to supervision or examination
by Federal or State authorities or the equivalent foreign authority in the case
of an authenticating agent who is not organized and doing business under the
laws of the United States or of any State thereof or the District of Columbia.

     Any corporation succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such authenticating agent.

     An authenticating agent may at any time resign with respect to one or more
series of Debt Securities by giving written notice of resignation to the Trustee
and to the Company. The Trustee may at any time terminate the agency of an
authenticating agent with respect to one or more series of Debt Securities by
giving written notice of termination 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 an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may appoint
a successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. 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, subject to the
provisions of Section 607.

     The provisions of Sections 104, 111, 306, 309, 603, 604 and 605 shall be
applicable to any authenticating agent.

     Pursuant to each appointment made under this Section, the Debt Securities
of each series covered by such appointment may have endorsed thereon, in lieu of
the Trustee's certificate of authentication, an alternate certificate of
authentication in substantially the following form:

     This is one of the Debt Securities, of the series designated herein,
described in the within-mentioned Indenture.

WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Trustee


By
   ---------------------------------------
   As Authenticating Agent for the Trustee


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

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<PAGE>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

     The Company will furnish or cause to be furnished to the Trustee with
respect to Debt Securities of each series for which it acts as Trustee:

          (1) semi-annually, not more than 15 days after the Regular Record Date
     in respect of the Debt Securities of such series or on June 30 and December
     31 of each year with respect to each series of Debt Securities for which
     there are no Regular Record Dates, a list, in such form as the Trustee may
     reasonably require, of the names and addresses of the Holders of Registered
     Securities as of such Regular Record Date or June 15 or December 15, as the
     case may be, and

          (2) 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.

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.

     SECTION 702. Preservation of Information; Communications to Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders of Registered Securities
contained in the most recent list furnished to the Trustee as provided in
Section 701 and the names and addresses of Holders of Registered Securities
received by the Trustee in its capacity as Paying Agent or Security Registrar,
if so acting. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished. The Trustee shall preserve
for at least two years the names and addresses of Holders of Bearer Securities
filed with the Trustee pursuant to Section 703(c).

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

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<PAGE>

     (i)  afford such applicants access to the information preserved at the time
          by the Trustee in accordance with Section 702(a), or

     (ii) inform such applicants as to the approximate number of Holders of Debt
          Securities of such series or of all Debt Securities, as the case may
          be, whose names and addresses appear in the information preserved at
          the time by the Trustee in accordance with Section 702(a), and as to
          the approximate time of mailing to such Holders the form of proxy or
          other communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with Section 702(a), a copy of the form
of proxy or other communication which is specified in such request, with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interests of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender, otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
applications.

     (c) Every Holder of Debt Securities or coupons, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee 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 702(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 702(b).

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

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<PAGE>

     SECTION 703. Reports by Trustee.

     (a) Within 60 days after May 15 of each year commencing with the year 2002,
the Trustee shall transmit by mail to all Holders of Debt Securities of any
series with respect to which it acts as Trustee, as provided in Subsection (c)
of this Section, a brief report dated as of such May 15 with respect to any of
the following events which may have occurred within the previous twelve months
(but if no such event has occurred within such period, no report need be
transmitted):

          (1) any change to its eligibility under Section 609 and its
     qualifications under Section 608;

          (2) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or charge,
     prior to that of the Debt Securities of such series or any related coupons,
     on any property or funds held or collected by it as Trustee, except that
     the Trustee shall not be required (but may elect) to report such advances
     if such advances so remaining unpaid aggregate not more than 1/2% of the
     principal amount of the Outstanding Debt Securities of such series on the
     date of such report;

          (3) the amount, interest rate and maturity date of all other
     indebtedness owing by the Company (or any other obligor on the Debt
     Securities of such series) to the Trustee in its individual capacity, on
     the date of such report, with a brief description of any property held as
     collateral security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Section 613(b)(2), (3), (4)
     or (6);

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

          (5) any additional issue of Debt Securities which the Trustee has not
     previously reported; and

          (6) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Debt Securities, except action in respect of a
     default, notice of which has been or is to be withheld by the Trustee in
     accordance with Section 602;

provided, however, that if the Trust Indenture Act is amended subsequent to the
date hereof to eliminate the requirement of the Trustee's brief report, the
report required by this Section need not be transmitted to any Holders.

     (b) The Trustee shall transmit by mail to all Holders of Debt Securities of
any series for which it acts as the Trustee, as provided in Subsection (c) of
this Section, a brief report with respect

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<PAGE>

to the character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee (as
such) since the date of the last report transmitted pursuant to Subsection (a)
of this Section (or if no such report has yet been so transmitted, since the
date of execution of this instrument) for the reimbursement of which it claims
or may claim a right or charge, prior to that of the Debt Securities of such
series, on property or funds held or collected by it as Trustee, and which it
has not previously reported pursuant to this Subsection, except that the Trustee
for each series shall not be required (but may elect) to report such advances if
such advances remaining unpaid at any time aggregate 10% or less of the
principal amount of the Debt Securities of such series Outstanding at such time,
such report to be transmitted within 90 days after such time.

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

          (1) to all Holders of Registered Securities, as the names and
     addresses of such Holders appear in the Security Register;

          (2) to such Holders of Bearer Securities as have, within the two years
     preceding such transmissions, filed their names and addresses with the
     Trustee for that purpose; and

          (3) except in the case of reports pursuant to Subsection (b) of this
     Section, to each Holder of a Debt Security whose name and address is
     preserved at the time by the Trustee, as provided in Section 702(a).

     (d) 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 Debt
Securities of such series are listed, with the Commission and also with the
Company. The Company will notify the Trustee when any series of Debt Securities
are listed on any stock exchange.

     SECTION 704. Reports by Company.

     The Company will:

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

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     (b) 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; and

     (c) transmit by mail to all Holders of Debt Securities, in the manner and
to the extent provided in Section 703(c) with respect to reports pursuant to
Section 703(a), 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 as may be required by
rules and regulations prescribed from time to time by the Commission.

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

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 801. Company May Consolidate, etc., Only on Certain Terms.

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

     (a) the corporation formed by such consolidation or into which the Company
is merged or the Person which acquires by conveyance or transfer, or which
leases, the properties and assets of the Company substantially as an entirety
shall be a corporation organized and existing under the laws of the United
States of America, any political subdivision thereof or any State thereof and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest
(including all additional amounts, if any, payable pursuant to Section 1006) on
all the Debt Securities and any related coupons and the performance of every
covenant of this Indenture on the part of the Company to be performed or
observed;

     (b) 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;

     (c) 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, such

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supplemental indenture comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been met.

     SECTION 802. Successor Corporation Substituted.

     Upon any consolidation with or merger into any other corporation, or any
conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety in accordance with Section 801, the successor
corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor had been named as the
Company herein, and thereafter, except in the case of a lease, the Company
(which term for this purpose shall mean the Person named as the "Company" in the
first paragraph of this instrument or any successor corporation which shall
theretofore have become such in the manner presented in this Article) shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities and coupons.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

     SECTION 901. Supplemental Indentures without Consent of Holders.

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

          (1) to evidence the succession of another corporation to the Company,
     and the assumption by such successor of the covenants of the Company herein
     and in the Debt Securities contained; or

          (2) to add to the covenants of the Company, for the benefit of the
     Holders of all or any series of Debt Securities or coupons (and if such
     covenants are to be for the benefit of less than all series of Debt
     Securities, or coupons stating that such covenants are expressly being
     included solely for the benefit of such series), to convey, transfer,
     assign, mortgage or pledge any property to or with the Trustee, or to
     surrender any right or power herein conferred upon the Company; or

          (3) to add to any additional Events of Default (and if such Events of
     Default are to be applicable to less than all series of Debt Securities,
     stating that such Events of Default are expressly being included solely to
     be applicable to such series); or

          (4) to add to, change or eliminate any of the provisions of this
     Indenture to

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     provide that Bearer Securities may be remittable as to principal, to change
     or eliminate any restrictions on the payment of principal (or premium, if
     any) on Registered Securities or of principal (or premium, if any) or any
     interest on Bearer Securities, to permit Bearer Securities to be issued in
     exchange for Registered Securities, to permit Bearer Securities to be
     issued in exchange for Bearer Securities of other authorized denominations
     or to permit or facilitate the issuance of Debt Securities in
     uncertificated form, provided any such action shall not adversely affect
     the interests of the Holders of Debt Securities of any series or any
     related coupons in any material respect; or

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

          (6) to establish the form or terms of Debt Securities of any series as
     permitted by Sections 201 and 301; or

          (7) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Debt Securities of one
     or more series and to add to or change any of the provisions of this
     Indenture as shall be necessary to provide for or facilitate the
     administration of the trusts hereunder by more than one Trustee, pursuant
     to the requirements of Section 611(b); or

          (8) to evidence any changes to Section 608, 609 or 703(a) permitted by
     the terms thereof; or

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

          (10) to add to or change or eliminate any provision of this Indenture
     as shall be necessary or desirable in accordance with any amendments to the
     Trust Indenture Act, provided such action shall not adversely affect the
     interest of Holders of the Debt Securities of any series or any appurtenant
     coupons in any material respect.

     SECTION 902. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than 66 2/3% in principal
amount of the Outstanding Debt Securities of each series affected by such
supplemental indenture, by Act of said

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Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders under this Indenture of such
Debt Securities of such series and any related coupons; provided, however, that
an indenture supplemental hereto which changes the required ownership set forth
in the definition of Controlled Subsidiary in Section 101 hereof from 80% to a
majority but does not change any other provision of this Indenture or modify in
any other manner the rights of the Holders of all the Debt Securities under this
Indenture may be entered into with the consent of the Holders of at least a
majority in principal amount of the Outstanding Debt Securities of each series;
and provided, further, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Debt Security or coupon affected
thereby,

          (1) change the Stated Maturity of the principal or any installment of
     principal of, or any installment of interest on, any Debt Security, or
     reduce the principal amount thereof or the interest hereon or any premium
     payable upon redemption or repayment thereof, or change any obligation of
     the Company to pay additional amounts pursuant to Section 1006 (except as
     contemplated by Section 801(1) and permitted by Section 901(1)), 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 502, or change any Place of Payment, or the
     coin or currency in which any Debt Security or the interest thereon or any
     coupon is payable, or impair any right to the delivery of Capital
     Securities in exchange for Debt Securities provided for in this Indenture
     or the right to institute suit for the enforcement of any such payment or
     delivery on or after the Stated Maturity thereof (or, in the case of
     redemption, repayment or exchange, on or after the Redemption Date,
     Repayment Date or Capital Exchange Date, as the case may be); or

          (2) reduce the percentage in principal amount of the Outstanding Debt
     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 (or compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or reduce the requirements of Section 1604 for quorum or voting;
     or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1007, 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 Debt 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 1007, or the deletion of this provision, in accordance with the
     requirements of Section 611(b) and 901(7); or

          (4) adversely affect the right to repayment, if any, of Debt
     Securities of any series at the option of the Holders thereof; or

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          (5) impair the right of any Holder of Debt Securities of any series to
     receive Capital Securities on any Capital Exchange Date for Debt Securities
     of such series with a Market Value equal to the principal amount of such
     Holder's Debt Securities of such series or in an amount sufficient to
     provide proceeds upon sale by the Company in the Secondary Offering equal
     to the principal amount of such Holder's Debt Securities of such series; or

          (6) impair the right of any Holder of Convertible Securities of any
     series to convert such Debt Securities pursuant to Article Nineteen; and
     provided, further, that no change shall be made in the provisions of
     Article Eighteen that will affect adversely the holders of Senior Debt
     without the consent of the holders of all Senior Debt Outstanding.

     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 Debt Securities, or which modifies
the rights of the Holders of Debt 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 Debt Securities of any other series.

     It shall not be necessary for any Act of Holders of the Debt Securities
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 903. 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 trust created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     SECTION 904. 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 Debt Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupons appertaining thereto shall be bound thereby.

     SECTION 905. 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.

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     SECTION 906. Reference in Debt Securities to Supplemental Indenture.

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

                                   ARTICLE TEN

                                    COVENANTS

     SECTION 1001. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities and any
appurtenant coupons in accordance with the terms of the Debt Securities, any
appurtenant coupons and this Indenture. Any interest due on Bearer Securities on
or before Maturity, other than additional amounts, if any, payable as provided
in Section 1006 in respect of principal of (or premium, if any, on) such a Debt
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature. For all purposes of this Indenture, the exchange of Capital
Securities for Debt Securities of any series pursuant to the Indenture shall
constitute full payment of principal of the Debt Securities of such series being
exchanged on any Capital Exchange Date for Debt Securities of such series,
without prejudice to any Holder's rights pursuant to Section 1413.

     SECTION 1002. Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of Debt
Securities an office or agency where Debt Securities (but, except as otherwise
provided below, unless such Place of Payment is located outside the United
States, not Bearer Securities) may be presented or surrendered for payment,
where Debt Securities may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of the
Debt Securities and this Indenture may be served. If Debt Securities of a series
are issuable as Bearer Securities, the Company will maintain, subject to any
laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided, however,
that if the Debt Securities of such series are listed on the Stock

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Exchange of the United Kingdom and the Republic of Ireland or the Luxembourg
Stock Exchange or any other stock exchange located outside the United States and
such stock exchange shall so require, the Company will maintain a Paying Agent
in London or Luxembourg or any other required city located outside the United
States, as the case may be, so long as the Debt Securities of such series are
listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of any such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive all presentations, surrenders, notices and demands,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 1006) at
the place specified for the purpose pursuant to Section 301(5).

     No payment of principal of, premium or interest on Bearer Securities shall
be made at any office or agency of the Company in the United States or by check
mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, payment
of principal of and any premium and interest denominated in Dollars (including
additional amounts payable in respect thereof) on any Bearer Security may be
made at an office or agency of, and designated by, the Company located in the
United States if (but only if) payment of the full amount of such principal,
premium, interest or additional amounts in Dollars at all offices outside the
United States maintained for the purpose by the Company in accordance with this
Indenture is illegal or effectively precluded by exchange controls or other
similar restrictions and the Trustee receives an Opinion of Counsel that such
payment within the United States is legal. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Debt Securities, at
the option of the Holder of any Bearer Security or related coupon, payment may
be made by check in the currency designated for such payment pursuant to the
terms of such Bearer Security presented or mailed to an address outside the
United States or by transfer to an account in such currency maintained by the
payee with a bank located outside the United States.

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

     SECTION 1003. Money for Debt 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 Debt Securities, it will, on or before each due date of the
principal of (and premium, if any) or

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interest on any of the Debt Securities of such series and any appurtenant
coupons, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, 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
action or failure to so act.

     Whenever the Company shall have one or more Paying Agents with respect to
any series of Debt Securities, it will prior to each due date of the principal
of (and premium, if any) or interest on any Debt Securities of such series and
any appurtenant coupons, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, 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
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its actions or failure to so act.

     The Company will cause each Paying Agent with respect to any series of Debt
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which 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, if any) or interest on Debt Securities of such series and any
     appurtenant coupons in trust for the benefit of the Persons entitled
     thereto until such sums shall be paid to such Persons or otherwise disposed
     of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any
     other obligor upon the Debt Securities of such series or any appurtenant
     coupons) in the making of any payment of principal of (and premium, if any)
     or interest on the Debt Securities of such series or any appurtenant
     coupons; 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 terminating its obligations
under this Indenture with respect to Debt Securities of any series 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 principal and interest received on the Eligible Instruments deposited
with the Trustee or 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, if any) or interest on any Debt Security of any

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series or any appurtenant coupon or any money on deposit with the Trustee or any
Paying Agent representing amounts deducted from the Redemption Price or
Repayment Price with respect to unmatured coupons not presented upon redemption
or exercise of the Holder's option for repayment pursuant to Section 1106 or
1303 and remaining unclaimed for two years after such principal (and premium, if
any) or interest has become due and payable shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed Property
Law) 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 Debt Security or any
coupon appertaining thereto 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 (including the principal
and interest received on Eligible Instruments deposited with the Trustee), 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 an Authorized Newspaper of general circulation in the Borough
of Manhattan, The City of New York, and each Place of Payment or mailed to each
such Holder, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication or mailing, any unclaimed balance of such money then remaining
will be repaid to the Company.

     SECTION 1004. Officers' Certificate as to Default.

     The Company will deliver to the Trustee, on or before a date not more than
four months after the end of each fiscal year of the Company (which on the date
hereof is the calendar year) ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture, and, if the Company shall be in
default, specifying all such defaults and the nature thereof of which they may
have knowledge.

     SECTION 1005. Limitation on Disposition of Voting Stock of, and Merger and
Sale of Assets by, the Bank.

     The Company will not:

          (1) sell, transfer or otherwise dispose of any shares of Voting Stock
     of the Bank or permit the Bank to issue, sell or otherwise dispose of any
     shares of its Voting Stock, unless, after giving effect to any such
     transaction, the Bank remains a Controlled Subsidiary; or

          (2) permit the Bank to

          (a) merge or consolidate, unless the surviving corporation is a
     Controlled Subsidiary; or

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          (b) convey or transfer its properties and assets substantially as an
     entirety to any Person, except to a Controlled Subsidiary.

     SECTION 1006. Payment of Additional Amounts.

     If the Debt Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Debt Security of any series
or any coupon appertaining thereto additional amounts upon the terms and subject
to the conditions provided therein. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of (or premium, if any)
or interest on, or in respect of, any Debt Security of any series or any related
coupon or the net proceeds received on the sale or exchange of any Debt Security
of any series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in the terms of such Debt Securities and this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

     If the Debt Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Debt Securities (or if the Debt Securities of that series will
not bear interest prior to Maturity, the first day on which a payment of
principal (and premium, if any) is made, and at least 10 days prior to each date
of payment of principal (and premium, if any) or interest if there has been any
change with respect to the matters set forth in the below-mentioned Officers'
Certificate, the Company will furnish the Trustee and the Company's principal
Paying Agent or Paying Agents, if other than the Trustee, with an Officers'
Certificate instructing the Trustee and such Paying Agent or Paying Agents
whether such payment of principal of (and premium, if any) or interest on the
Debt Securities of that series shall be made to Holders of Debt Securities of
that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Debt Securities of that series. If any such withholding
shall be required, then such Officers' Certificate shall specify by country the
amount, if any, required to be withheld on such payments to such Holders of Debt
Securities or coupons and the Company will pay to the Trustee or such Paying
Agent the additional amounts, if any, required by the terms of such Debt
Securities and the first paragraph of this Section. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section.

     SECTION 1007. Waiver of Certain Covenants.

     The Company may omit in any particular instance to comply with any covenant
or condition set forth in Section 1005, with respect to the Debt Securities of
any series if, before the time for such compliance the Holders of at least 66
2/3% in principal amount of the Debt Securities of such series at the time
Outstanding shall, by Act of such Holders, either waive such compliance in such
instance

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<PAGE>

or generally waive compliance with such covenant or condition, but no such
waiver shall extend to or affect such covenant or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company in respect of any such covenant or condition shall
remain in full force and effect.

     SECTION 1008. Calculation of Original Issue Discount

     If Debt Securities of a series are issuable as Original Issue Discount
Securities, the Company shall file with the Trustee promptly at the end of each
calendar year (i) written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific information
relating to such original issue discount as may then be relevant under the
Internal Revenue Code of 1986, as amended from time to time.

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

     SECTION 1101. Applicability of Article.

     Debt 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 301 for Debt Securities of any
series) in accordance with this Article.

     SECTION 1102. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Debt Securities shall be
evidenced by an Officers' Certificate authorized by or pursuant to a Board
Resolution. In case of any redemption at the election of the Company of less
than all of the Debt Securities of any series, the Company shall, at least 45
days prior to the Redemption Date fixed by the Company (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption
Date and of the principal amount and the tenor and terms of the Debt Securities
of any series to be redeemed. In the case of any redemption of Debt Securities
prior to the expiration of any restriction on such redemption provided in the
terms of such Debt Securities or elsewhere in this Indenture, the Company shall
furnish the Trustee with an Officers' Certificate evidencing compliance with
such restriction.

     SECTION 1103. Selection by Trustee of Debt Securities to Be Redeemed.

     Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series with like
tenor

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and terms not previously called for redemption, on a pro rated basis, by lot or
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 Debt Securities of such series or any integral
multiple thereof which is also an authorized denomination) of the principal
amount of Registered Securities or Bearer Securities (if issued in more than one
authorized denomination) of such series of a denomination larger than the
minimum authorized denomination for Debt Securities of such series.

     The Trustee shall promptly notify the Company in writing of the Debt
Securities selected for redemption and, in the case of any Debt 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 Debt Securities shall relate, in
the case of any Debt Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Debt Security which has been or is to be
redeemed.

     SECTION 1104. Notice of Redemption.

     Notice of redemption shall be given in the manner provided in Section 106
not less than 30 nor more than 60 days prior to the Redemption Date, to each
Holder of Debt Securities to be redeemed.

     All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

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

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

          (5) the Place or Places of Payment where such Debt Securities,
     together in the case of Bearer Securities with all coupons, if any,
     appertaining thereto maturing after the Redemption Date, are to be
     surrendered for payment of the Redemption Price,

          (6) that Bearer Securities may be surrendered for payment only at such
     place or places which are outside the United States, except as otherwise
     provided in Section 1002,

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

          (8) the CUSIP number, if any.

     A notice of redemption published as contemplated by Section 106 need not
identify particular Registered Securities to be redeemed.

     Notice of redemption of Debt 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 1105. Deposit of Redemption Price.

     Prior to 10:00 a.m. 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 1003) an amount of
money and/or, to the extent such Debt Securities to be redeemed are denominated
and payable in Dollars only, Eligible Instruments the payments of principal and
interest on which when due (and without reinvestment and providing no tax
liability will be imposed upon the Trustee or the Holders of the Debt Securities
to be redeemed) will provide money on or prior to the Redemption Date in such
amounts as will (together with any money irrevocably deposited in trust with the
Trustee, without investment) be sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued
interest on, all the Debt Securities or portions thereof which are to be
redeemed on that date; provided, however, that deposits with respect to Bearer
Securities shall be made with a Pay Agent or Paying Agents located outside the
United States except as otherwise provided in Section 1002, unless otherwise
specified as contemplated by Section 301.

     SECTION 1106. Debt Securities Payable on Redemption Date.

     Notice of redemption having been given as aforesaid, the Debt 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 Debt Securities shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be redeemed, except to
the extent provided below, shall be void. Upon surrender of any such Debt
Security for redemption in accordance with said notice, such Debt Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; provided, however, that installments of interest on
Bearer Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable only upon presentation and surrender of coupons for such
interest (at an office or agency located outside the United States except as
otherwise provided in Section 1002), and provided further, that installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Debt Securities, or one
or more Predecessor Securities,

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registered as such on the relevant Record Dates according to their terms and
provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted without
interest thereon; provided, however, that interest represented by coupons shall
be payable only upon presentation and surrender of those coupons at an office or
agency located outside of the United States except as otherwise provided in
Section 1002.

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

     SECTION 1107. Debt Securities Redeemed in Part.

     Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company, the Security
Registrar or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar 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 Debt Security without
service charge, a new Registered Security or Registered Securities of the same
series and of like tenor and terms, of any authorized denominations as requested
by such Holder in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Debt Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

     SECTION 1201. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Debt Securities of a series except as otherwise specified as
contemplated by Section 301 for Debt Securities of such series.

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     The minimum amount of any sinking fund payment provided for by the terms of
Debt 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
term of Debt Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Debt Securities of any
series, the amount of any sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Debt Securities of any series as provided for by the terms of Debt
Securities of such series.

     SECTION 1202. Satisfaction of Sinking Fund Payments with Debt Securities.

     The Company (1) may deliver Outstanding Debt Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Debt Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the
Debt Securities of such series required to be made pursuant to the terms of such
Debt Securities as provided for by the terms of such series; provided that such
Debt Securities have not been previously so credited. Such Debt Securities shall
be received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debt Securities for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. If as a result of the delivery or credit of Debt Securities in lieu
of cash payments pursuant to this Section 1202, the principal amount of Debt
Securities to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debt Securities for redemption,
except upon Company Request, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment,
provided, however, that the Trustee or such Paying Agent shall at the request of
the Company from time to time pay over and deliver to the Company any cash
payment so being held by the Trustee or such Paying Agent upon delivery by the
Company to the Trustee of Debt Securities purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

     SECTION 1203. Redemption of Debt Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash, the portion thereof, if any, which is to be
satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the
delivery of such Officers' Certificate, will also deliver to the Trustee any
Debt Securities to be so credited and not theretofore delivered to the Trustee.
Not less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee

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shall select the Debt Securities to be redeemed upon such sinking fund payment
date in the manner specified in Section 1103 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 1104. Such notice having been duly given, the
redemption of such Debt Securities shall be made upon the terms and in the
manner stated in Sections 1105, 1106 and 1107.

                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

     SECTION 1301. Applicability of Article.

     Debt Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
their terms and (except as otherwise specified pursuant to Section 301 for Debt
Securities of such series) in accordance with this Article.

     SECTION 1302. Repayment of Debt Securities.

     Each Debt Security which is subject to repayment in whole or in part at the
option of the Holder thereof on a Repayment Date shall be repaid at the
applicable Repayment Price together with interest accrued to such Repayment Date
as specified pursuant to Section 301.

     SECTION 1303. Exercise of Option; Notice.

     Each Holder desiring to exercise such Holder's option for repayment shall,
as conditions to such repayment, surrender the Debt Security to be repaid in
whole or in part together with written notice of the exercise of such option at
any office or agency of the Company in a Place of Payment, not less than 30 nor
more than 45 days prior to the Repayment Date; provided, however, that surrender
of Bearer Securities together with written notice of exercise of such option
shall be made at an office or agency located outside the United States except as
otherwise provided in Section 1002. Such notice, which shall be irrevocable,
shall specify the principal amount of such Debt Security to be repaid, which
shall be equal to the minimum authorized denomination for such Debt Security or
an integral multiple thereof, and shall identify the Debt Security to be repaid
and, in the case of a partial repayment of the Debt Security, shall specify the
denomination or denominations of the Debt Security or Debt Securities of the
same series to be issued to the Holder for the portion of the principal of the
Debt Security surrendered which is not to be repaid.

     If any Bearer Security surrendered for repayment shall not be accompanied
by all unmatured coupons and all matured coupons in default, such Bearer
Security may be paid after deducting from the Repayment Price an amount equal to
the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and

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any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made from the Repayment Price, such
Holder shall be entitled to receive the amount so deducted without interest
thereon; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States except as
otherwise provided in Section 1002.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so surrendered a
new Registered Security or Securities of the same series, of any authorized
denomination specified in the foregoing notice, in an aggregate principal amount
equal to any portion of the principal of the Registered Security so surrendered
which is not to be repaid.

     The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Bearer Security so surrendered a new
Registered Security or Securities or new Bearer Security or Securities (and all
appurtenant unmatured coupons and matured coupons in default) or any combination
thereof of the same series of any authorized denomination or denominations
specified in the foregoing notice, in an aggregate principal amount equal to any
portion of the principal of the Debt Security so surrendered which is not to be
paid; provided, however, that the issuance of a Registered Security therefor
shall be subject to applicable laws and regulations, including provisions of the
United States federal income tax laws and regulations in effect at the time of
the exchange; neither the Company, the Trustee nor the Security Registrar shall
issue Registered Securities for Bearer Securities if it has received an Opinion
of Counsel that as a result of such issuance the Company would suffer adverse
consequences under the United States federal income tax laws then in effect and
the Company has delivered to the Trustee a Company Order directing the Trustee
not to make such issuances thereafter unless and until the Trustee receives a
subsequent Company Order to the contrary. The Company shall deliver copies of
such Company Order to the Security Registrar.

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

     SECTION 1304. Election of Repayment by Remarketing Entities.

     The Company may elect, with respect to Debt Securities of any series which
are repayable at the option of the Holders thereof before their Stated Maturity,
at any time prior to any Repayment Date to designate one or more Remarketing
Entities to purchase, at a price equal to the Repayment Price, Debt Securities
of such series from the Holders thereof who give notice and surrender their Debt
Securities in accordance with Section 1303.

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     SECTION 1305. Debt Securities Payable on the Repayment Date.

     Notice of exercise of the option of repayment having been given and the
Debt Securities so to be repaid having been surrendered as aforesaid, such Debt
Securities shall, unless purchased in accordance with Section 1304, on the
Repayment Date become due and payable at the price therein specified and from
and after the Repayment Date such Debt Securities shall cease to bear interest
and shall be paid on the Repayment Date, and the coupons for such interest
appertaining to Bearer Securities so to be repaid, except to the extent provided
above, shall be void, unless the Company shall default in the payment of such
price, in which case the Company shall continue to be obligated for the
principal amount of such Debt Securities and shall be obligated to pay interest
on such principal amount at the rate borne by such Debt Securities from time to
time until payment in full of such principal amount.

                                ARTICLE FOURTEEN

               EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

     SECTION 1401. Applicability of Article.

     If an Officers' Certificate or supplemental indenture pursuant to Section
301 provides for the exchange of Capital Securities for Debt Securities of any
series at the election of the Company or otherwise, Debt Securities of such
series shall be exchanged for Capital Securities in accordance with their terms
and (except as otherwise specified in such Officers' Certificate or supplemental
indenture) in accordance with this Article.

     SECTION 1402. Exchange of Capital Securities for Debt Securities at Stated
Maturity.

     At the Stated Maturity of Debt Securities of any series which may be
exchanged, subject to prepayment prior to such Stated Maturity on the Capital
Exchange Date selected by the Company for Debt Securities of such series, as
described below, early exchange pursuant to Section 1403 or payment in cash
pursuant to Section 502, 1416 or 1417, the Company shall exchange Capital
Securities with a Market Value equal to the principal amount of the Outstanding
Debt Securities of such series for the Debt Securities of such series in whole.

     The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent as to the type of Capital Securities to be exchanged
for the Debt Securities of such series on the Capital Exchange Date for Debt
Securities of such series. Such notice shall include a form of Capital Security
Election Form substantially as set forth in Section 1409, shall make the
statements and contain the information included in Section 1404(a), and shall be
given no less than 90 days prior to the Stated Maturity of such Debt Securities.
Notice of such Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such

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series, or the minimum denomination of the Debt Securities of such series, if
larger, shall also be given by the Company in the manner required by Section
1404(b) not less than three Business days prior to such Capital Exchange Date.

     The Capital Exchange Date for any prepayment of Debt Securities of each
series may be selected by the Company to be any date between a date 60 days
prior to the Stated Maturity of such Debt Securities and such Stated Maturity,
inclusive, and to be the date of the closing of the Secondary Offering for Debt
Securities of such series. In the event the Company fails to effect such
Secondary Offering, the Capital Exchange Date will be the Stated Maturity of the
Debt Securities of such series. Notice of each such Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of the Debt Securities of such series, if larger, shall also be given by the
Company in the manner required by Section 1404(b) not less than three Business
days prior to such Capital Exchange Date.

     The Company will effect each Secondary Offering such that the closing of
the Secondary Offering will occur on the Capital Exchange Date.

     SECTION 1403. Right of Early Exchange of Capital Securities for Debt
Securities.

     The Debt Securities of any series to be exchanged may be exchanged at the
election of the Company, as a whole or from time to time in part, prior to the
Stated Maturity thereof for Capital Securities with a Market Value equal to the
principal amount of such Debt Securities on any early Capital Exchange Date,
together with accrued interest to such Capital Exchange Date.

     The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent not less than 90 days nor more than 120 days prior to
any early Capital Exchange Date for Debt Securities of such series, which notice
shall include a form of Capital Security Election Form substantially as set
forth in Section 1409 and make the statements and contain the information
included in Section 1404(a). Notice of each such early Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of such series, if larger, shall also be given by the Company in the manner
required by Section 1404(b) not less than three Business days prior to such
early Capital Exchange Date.

     The Company may at its option accelerate any such Capital Exchange Date
within the 60-day period prior to such Capital Exchange Date by giving notice of
such accelerated Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of such series, if larger, in the
manner required by Section 1404(b) not less than three Business days prior to
such accelerated Capital Exchange Date.

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     The Company will effect each Secondary Offering such that the closing of
such Secondary Offering will occur on the Capital Exchange Date.

     SECTION 1404. Notices of Exchange.

     (a) All notices of exchange subject to this paragraph shall state:

               (1) the types of Capital Securities to be exchanged for the Debt
     Securities of such series on the Capital Exchange Date for Debt Securities
     of such series;

               (2) the proposed Capital Exchange Date;

               (3) that each Holder of Debt Securities of such series being
     exchanged will receive on such Capital Exchange Date accrued and unpaid
     interest in cash and may elect to receive on such Capital Exchange Date
     Capital Securities with a Market Value equal to the principal amount of the
     Debt Securities of such series owned by such Holder and that, in the
     absence of any such election by the Holder, such Holder will be deemed to
     have received on such Capital Exchange Date Capital Securities having such
     Market Value and to have elected to have such Capital Securities sold for
     such Holder by the Company in the related Secondary Offering for cash
     proceeds to such Holder on such Capital Exchange Date equal to the
     aggregate principal amount of all Debt Securities of such series being
     exchanged owned by such Holder;

               (4) that on such Capital Exchange Date the Capital Exchange Price
     will become due and payable upon each such Debt Security to be exchanged
     and that interest thereon will cease to accrue on and after said date;

               (5) if less than all Outstanding Debt Securities of any series
     are to be exchanged, the identification and principal amount of the
     particular Debt Securities to be exchanged;

               (6) that each Holder for whom Capital Securities are being
     offered in the Secondary Offering shall be deemed to have appointed the
     Company its attorney-in-fact to execute any and all documents and
     agreements the Company deems necessary or appropriate to effect such
     Secondary Offering;

               (7) (A) that the Company will assume, unless advised to the
     contrary in writing within 30 days after the date of the notice of
     exchange, that the Capital Securities are to be offered for the account of
     the Holder, that such Holder has not held any position, office of other
     material relationship with the Company within three years preceding the
     Secondary Offering, that the Holder owns no other Capital Securities, and
     that after completion of the Secondary Offering the Holder will own less
     than one percent of the class of such Capital

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     Securities, and (B) that if any of these assumptions is not correct, the
     Holder shall promptly so advise the Company;

               (8) the Place or Places of Capital Exchange;

               (9) that Bearer Securities may be surrendered for payment or
     exchange only at a Place or Places of Capital Exchange which are outside
     the United States, except as otherwise provided in Section 1002; and

               (10) the CUSIP number, if any.

     (b) Each notice of exchange subject to this paragraph shall be given in the
manner provided in Section 106 to each Holder of Debt Securities to be
exchanged, and the Company shall forthwith give such notice in writing to the
Trustee and the Capital Exchange Agent.

     (c) (1) Except as may otherwise be specified pursuant to Section 301 for
Debt Securities of any series, if less than all the Debt Securities of any
series are to be exchanged, the Company shall at least 135 days prior to the
related Capital Exchange Date (unless a shorter period shall be satisfactory to
the Trustee) notify the Trustee of such Capital Exchange Date and of the
principal amount of Debt Securities of such series to be exchanged and the
particular Debt Securities to be exchanged shall be selected not more than 135
days prior to the related Capital Exchange Date by the Trustee, from the
Outstanding Debt Securities of such series not previously exchanged, on a pro
rated basis, by lot or by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for exchange of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or any integral multiple thereof) of the principal amount of Registered or
Bearer Securities of such series of a denomination larger than the minimum
authorized denomination for Debt Securities of such series.

     In any case where Debt Securities of such series are registered in the same
name, the Trustee in its discretion may treat the aggregate principal amount so
registered as if it were represented by one Debt Security of such series.

          (2) The Trustee shall promptly notify the Company in writing of the
     Debt Securities selected for exchange and, in the case of any Debt
     Securities selected for partial exchange, the principal amount thereof to
     be exchanged.

          (3) For all purposes of this Indenture, unless the context otherwise
     requires, all provisions relating to the exchange of Debt Securities shall
     relate, in the case of any Debt Securities exchanged or to be exchanged
     only in part, to the portion of the principal amount of such Debt Security
     which has been or is to be exchanged.

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     SECTION 1405. Rights and Duties of Holders of Debt Securities to be
Exchanged for Capital Securities.

     (a) Subject to Section 503, and without prejudice to the rights pursuant to
Section 1413 of Holders of Debt Securities of any series to be exchanged, no
Holder of Debt Securities of such series shall be entitled to receive any cash
from the Company on any Capital Exchange Date or at the Stated Maturity of any
Debt Security of such series except from the proceeds of the sale of such
Holder's Capital Securities in the related Secondary Offering and except as
provided herein with respect to fractional Capital Securities, amounts equal to
expenses of the sale in the related Secondary Offering of such Capital
Securities, accrued and unpaid interest and acceleration upon an Event of
Default. In the event that the Company does not effect such Secondary Offering,
such Holder will receive Capital Securities with a Market Value equal to the
principal amount of Debt Securities of such series owned by such Holder which
are subject to such exchange and not cash other than in lieu of any fractional
Capital Securities and for accrued and unpaid interest, without prejudice to
such Holder's rights pursuant to Section 1413.

     (b) Each Holder for whom Capital Securities are being offered in the
Secondary Offering shall be deemed to have appointed the Company its
attorney-in-fact to execute any and all documents and agreements the Company
deems necessary or appropriate to effect such Secondary Offering.

     (c) Unless advised to the contrary in writing within 30 days following the
date of the notice described in Section 1404(a) by any Holder for whom Capital
Securities are being offered in the Secondary Offering, the Company shall assume
for the purposes of any Secondary Offering that the Capital Securities are to be
offered for the account of such Holder, that such Holder has not held any
position, office or other material relationship with the Company within three
years preceding the Secondary Offering, that such Holder owns no other Capital
Securities, and that after completion of the Secondary Offering such Holder will
own less than one percent of the class of such Capital Securities.

     (d) Each Holder for whom Capital Securities are being offered in the
Secondary Offering agrees to indemnify and hold harmless the Company, any other
Holder, and any underwriter, agent or other similar person from and against any
and all losses, claims, damages and liabilities resulting from or based upon any
untrue statement or alleged untrue statement of any material fact contained in
any notice of exchange, any offering memorandum or selling document or
registration statement relating to the Secondary Offering, any preliminary
prospectus or prospectus contained therein, or any amendment thereof or
supplement thereto, or resulting from or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which untrue statement,
alleged untrue statement, omission or alleged omission is made therein (i) in
reliance upon and in conformity with any written information furnished to the
Company by or on behalf of any such Holder specifically for use in connection
with the preparation thereof or (ii) because of such Holder's failure to advise
the Company in writing that any of the assumptions described in Section
1404(a)(7)(A) and Subsection (c) of this Section is incorrect;

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     (e) In order for any Holder who has duly returned a Capital Security
Election Form to receive Capital Securities on any Capital Exchange Date for any
Debt Security of any series, (1) the Holder of any Registered Security to be
exchanged shall surrender such Debt Security (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 of
any Registered Security or his attorney duly authorized in writing), to the
Capital Exchange Agent on the Capital Exchange Date, and (2) the Holder of any
Bearer Security to be exchanged shall surrender such Debt Security and all
unmatured coupons and all matured coupons in default with the Capital Security
Election Form at a Place of Capital Exchange outside the United States
designated pursuant to Section 1404(a)(8) except as otherwise provided in
Section 1002. If the Holder of a Bearer Security is unable to produce any such
Debt Security or coupons, the surrender of such Debt Security or coupons may be
waived by the Company and the Trustee, if there be furnished to them such
security or indemnity as they may require to save each of them and any Capital
Exchange Agent harmless in respect of such Debt Security or coupons. Except as
provided in Section 307, no payment or adjustment shall be made upon any
exchange on account of any interest accrued on any Debt Securities surrendered
for exchange or on account of any dividends or interest on the Capital
Securities issued upon exchange.

     (f) Debt Securities of any series to be exchanged shall be deemed to have
been exchanged on the Capital Exchange Date therefor in accordance with the
foregoing provision, and at such time the rights of the Holders of such Debt
Securities as Holder shall cease (subject to the provisions of Section 307 and
without prejudice to the rights of Holders of Debt Securities of such series
pursuant to Section 1413), and the Person or Persons entitled to receive the
Capital Securities issuable upon such exchange shall be treated for all purposes
as the record holder or holders of such Capital Securities at such time.

     SECTION 1406. Election to Exchange.

     The election of the Company to exchange Capital Securities for Debt
Securities pursuant to Section 1403 shall be evidenced by a Board Resolution.

     SECTION 1407. Deposit of Capital Exchange Price.

     On any Capital Exchange Date for Debt Securities of any series which may be
exchanged, the Company shall deposit with the Trustee or with a Capital Exchange
Agent in the Borough of Manhattan, The City of New York (or, if the Company is
acting as Capital Exchange Agent, segregate and hold in trust as provided in
Section 1003) Capital Securities and an amount of money which together are
sufficient to pay the Capital Exchange Price of, and (except if such Capital
Exchange Date shall be an Interest Payment Date) accrued interest on, all the
Debt Securities of such series or portions thereof which are to be exchanged on
that date; provided, however, that deposits with respect to Bearer Securities
shall be made with a Capital Exchange Agent or Capital Exchange Agents, located
outside the United States except as otherwise provided in Section 1002, unless
otherwise specified as contemplated by Section 301.

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     SECTION 1408. Debt Securities Due on Capital Exchange Date; Debt Securities
Exchanged in Part.

     Notice of exchange having been given as aforesaid, the Debt Securities of
any series so to be exchanged shall, on the Capital Exchange Date for such Debt
Securities, become due and payable at the Capital Exchange Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Capital Exchange Price and accrued interest) Debt Securities of
such series to be exchanged shall cease to bear interest and the coupons for
such interest appertaining to any Bearer Securities so to be exchanged, except
to the extent provided below, shall be void. Upon surrender of any Debt Security
of such series for exchange in accordance with said notice, such Debt Security
shall be paid by the Company at the Capital Exchange Price, together with
accrued interest to the Capital Exchange Date; provided, however, that if such
Capital Exchange Date is an Interest Payment Date, the interest payable on such
date shall be paid to the Holder of Debt Securities of such series according to
the terms of the Debt Securities of such series and the provisions of Section
307; and provided further, that exchanges of Bearer Securities shall be made
only and installments of interest on Bearer Securities whose Stated Maturity is
on or prior to the Capital Exchange Date shall be payable only at an office or
agency located outside the United States except as otherwise provided in Section
1002 and, unless otherwise specified as contemplated by Section 301, only upon
presentation and surrender of those Bearer Securities and coupons.

     If any Bearer Security surrendered for exchange shall not be accompanied by
all unmatured coupons and all matured coupons in default such Bearer Security
may be paid after deducting from the Capital Exchange Price an amount equal to
the face amount of all missing coupons, or the surrender of such missing coupons
may be waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any Capital
Exchange Agent harmless. If thereafter the Holder of such Bearer Security shall
surrender to the Trustee or Capital Exchange Agent any such missing coupon in
respect of which a deduction shall have been made from the Capital Exchange
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest on Bearer Securities shall be payable only at
an office or agency located outside of the United States except as otherwise
provided in Section 1002.

     If any Debt Security of any series called for exchange shall not be so paid
or exchanged upon surrender thereof for exchange, the principal shall, until
paid, bear interest from such Capital Exchange Date at the rate or rates
prescribed therefor in such Debt Security; provided, however, that in the case
of Bearer Securities, any such principal and interest thereon shall be paid at
an office or agency located outside the United States except as otherwise
provided in Section 1002.

     Any Registered Security which is to be exchanged only in part shall be
surrendered as provided herein (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 or his attorney duly
authorized in writing) and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge

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a new Registered Security or Securities of the same series, of any authorized
denomination or denominations as requested by such Holder in aggregate principal
amount equal to and in exchange for the unexchanged portion of principal of the
Debt Security so surrendered.

     Any Bearer Security which is to be exchanged only in part shall be
surrendered as provided herein and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities or new Bearer
Security or Securities (and all appurtenant unmatured coupons and coupons in
default) or any combination thereof of the same series, of any authorized
denomination or denominations as requested by such Holder in aggregate principal
amount equal to and in exchange for the unexchanged portion of principal of the
Debt Security so surrendered; provided, however, the issuance of a Registered
Security therefor shall be subject to applicable laws and regulations, including
provisions of the United States federal income tax laws and regulations in
effect at the time of the exchange; neither the Company, the Trustee nor the
Security Registrar shall issue Registered Securities in exchange for Bearer
Securities if it has received an Opinion of Counsel that as a result of such
exchanges the Company would suffer adverse consequences under the United States
federal income tax laws then in effect and the Company has delivered to the
Trustee a Company Order directing the Trustee not to make such exchanges
thereafter unless and until the Company delivers to the Trustee a subsequent
Company Order to the contrary. The Company shall deliver copies of such Company
Orders to the Security Registrar.

     SECTION 1409. Form of Capital Security Election Form.

     The form of Capital Security Election Form shall be substantially as
follows with such additions, deletions, or changes thereto as may be approved by
the Company:

                         CAPITAL SECURITY ELECTION FORM

To:
[Insert Names and Addresses of
Capital Exchange Agents]

     The undersigned Holder of [insert title of Debt Security] ("Debt
Securities") of New York Community Bancorp, Inc. hereby elects to receive on the
Capital Exchange Date determined pursuant to the Indenture dated as of    , 2002
                                                                       --
("Indenture"), between Washington Mutual, Inc. and Wilmington Trust Company, as
Trustee, and referred to in the notice of exchange published or delivered to the
undersigned with this Capital Security Election Form, Capital Securities of New
York Community Bancorp, Inc. with a Market Value equal to the principal amount
of the Debt Securities being exchanged owned by the undersigned Holder and, in
the case of Bearer Securities, delivered herewith together with all coupons
appertaining thereto. Unless this Capital Security Election Form together with,
in the case of Bearer Securities, such Bearer Securities and coupons, is
received by any Capital Exchange Agent named above at an address shown above on
or prior to

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   , the Holder will be deemed to have elected to participate in the sale of the
--
Holder's Capital Securities in the Secondary Offering and will receive cash on
the Capital Exchange Date in an amount equal to the principal amount of all Debt
Securities being exchanged owned by the Holder. All terms used herein and not
otherwise defined herein shall have the meanings specified in the Indenture.

Dated
          --------------
          Name of Holder

     SECTION 1410. Fractional Capital Securities.

     No fractional Capital Securities shall be issued upon exchange for any Debt
Securities. If more than one Debt Security of any series shall be surrendered
for exchange at one time by the same Holder, the amount of all Capital
Securities which shall be issuable upon exchange thereof shall be computed on
the basis of the aggregate principal amount of Debt Securities of such series so
surrendered. In lieu of issuing any fractional Capital Security, the Company
shall pay a cash adjustment in respect of such fraction in an amount equal to
the same fraction of the Market Value of the Capital Security.

     SECTION 1411. Company to Obtain Governmental and Regulatory Approvals.

     The Company covenants that if any Capital Securities required to be
exchanged for Debt Securities hereunder require registration with or approval of
any governmental authority under any federal or state law, of any national
securities exchange, before such Capital Securities may be issued, the Company
will in good faith and as expeditiously as possible endeavor to cause such
Capital Securities to be duly registered or approved, as the case may be;
provided, however, that nothing in this Section shall be deemed to affect in any
way the obligation of the Company to exchange Capital Securities for Debt
Securities as provided in this Article.

     SECTION 1412. Taxes on Exchange.

     The Company will pay any and all transfer, stamp or similar taxes that may
be payable in respect of the issue or delivery of Capital Securities in exchange
for Debt Securities pursuant hereto.

     SECTION 1413. Covenants as to Capital Securities and Secondary Offering.

     (a) The Company covenants that it will issue, or cause to be issued,
Capital Securities of the type, in the amounts and at the times required by this
Indenture.

     (b) The Company covenants that all Capital Securities which may be issued
in exchange for Debt Securities will upon issuance be duly and validly issued
and, if applicable, fully paid and nonassessable.

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     (c) The Company unconditionally undertakes to sell Capital Securities in
each Secondary Offering (and to bear all expenses of each Secondary Offering,
including underwriting discounts and commissions) at the times and in the manner
required by this Indenture unless all Holders have duly elected to receive
Capital Securities on the related Capital Exchange Date.

     (d) The Company agrees to indemnify and hold harmless in connection with
any Secondary Offering any Holder for the account of whom Capital Securities are
being offered and sold from and against any and all losses, claims, damages and
liabilities resulting from or based upon any untrue statement or alleged untrue
statement of any material fact contained in any notice of exchange, any offering
memorandum or selling document or registration statement relating to the
Secondary Offering, any preliminary prospectus or prospectus contained therein,
or any amendment thereof or supplement thereto, or resulting from or based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
resulting from the Company's failure to comply with Section 1411; provided,
however, the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement, alleged untrue statement, omission or alleged omission made
therein (i) in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any such Holder specifically for use
in connection with the preparation thereof or (ii) because of such Holder's
failure to advise the Company in writing that any of the assumptions described
in Section 1404(a)(7)(A) is incorrect. In connection with any Secondary
Offering, the Company agrees to obtain appropriate indemnification of any Holder
for the account of whom Capital Securities are being offered and sold in any
Secondary Offering from any underwriter, agent or other similar person.

     SECTION 1414. Provision in Case of Consolidation, Merger or Transfer of
Assets.

     In case of any consolidation of the Company with, or merger of the Company
into, any other corporation (other than a consolidation or merger in which the
Company is the continuing corporation), or in case of any conveyance or transfer
of the properties and assets of the Company substantially as an entirety, the
corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation with shall have acquired such
assets of the Company, as the case may be, shall execute and deliver to the
Trustee a supplemental indenture providing that the Holder of each Debt Security
then Outstanding shall have the right thereafter to receive securities of such
successor on the Capital Exchange Date for such Debt Security with a Market
Value equal to the principal amount of such Debtor Security. The above
provisions of this Section shall similarly apply to successive consolidations,
mergers, conveyances or transfers.

     SECTION 1415. Responsibility of Trustee.

     The Trustee shall not at any time be under any duty or responsibility to
any Holder of Debt Securities of any series to be exchanged to determine the
Market Value of any Capital Securities delivered in exchange for Debt Securities
of such series and may rely on and shall be entitled to

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receive prior to any Capital Exchange Date for Debt Securities of such series an
Officers' Certificate of the Company as to the Market Value of the Capital
Securities being exchanged for the Debt Securities of such series and the amount
of Capital Securities being exchanged for each $1,000 principal amount of Debt
Securities of such series or the minimum denomination of such series, if larger,
and that such Capital Securities qualify as Capital Securities under the
definition thereof contained herein. The Trust shall not be accountable with
respect to the validity or value (or the kind or amount) of any Capital
Securities which may at any time be issued or delivered in exchange for any Debt
Security; and the Trustee does not make any representation with respect thereto.
The Trustee shall not be responsible for any failure of the Company to issue,
transfer or deliver any Capital Securities or Capital Security certificates or
other securities or property upon the surrender of any Debt Security for the
purpose of exchange or to comply with any of the covenants of the Company
contained in this Article.

     SECTION 1416. Revocation of Obligation to Exchange Capital Securities for
Debt Securities.

     The Company's obligation to exchange Capital Securities for Debt Securities
of any series as provided in Section 1402 is absolute and unconditional;
provided, however, that such obligation may be revoked at the option of the
Company at any time on not less than 60 days' prior notice given in the manner
provided in Section 106 to the Holders of Debt Securities of such series, the
Trustee and the Capital Exchange Agent, if the Company shall determine that
under then regulations of the Company's Primary Federal Regulator either the
Debt Securities are no longer includable as capital or it is no longer necessary
for the Company to be obligated to exchange Capital Securities for Debt
Securities in order for the Debt Securities to maintain the same capital
treatment as they are then receiving under such regulations or if approval of
the Primary Federal Regulator is obtained for such revocation.

     In the event such obligation is revoked

     (a) the Company will pay the Debt Securities of such series in cash at 100%
of the principal amount thereof on the Stated Maturity thereof, and

     (b) the Company may, at any time on or after a date selected by the
Company, on not less than 60 days' prior notice given in the manner provided in
Section 106 to the Holders of Debt Securities of such series and the Trustee,
redeem the Debt Securities of such series, in whole or in part, for cash at 100%
of the principal amount thereof, plus accrued interest to the Redemption Date.

     SECTION 1417. Optional Securities Funds.

     (a)       (1) With respect to Debt Securities of any series for which
          an Officers' Certificate or supplemental indenture pursuant to Section
          301 provides that the Debt Securities of such series are exchangeable
          for Capital Securities, the Company may elect to establish a fund
          (referred to herein as the "Optional Securities Funds") to

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<PAGE>

          which funds may at any time be designated by the Company as provided
          in Section 1502 as if such Optional Securities Funds were Securities
          Funds (as defined in Article Fifteen) to be used to pay the principal
          of the Debt Securities of such series.

               (2) Notwithstanding any provisions to the contrary contained in
          this Indenture or in the Debt Securities of any series, neither funds
          designated as Optional Securities Funds nor any other property from
          time to time held as Optional Securities Funds shall be deemed to be
          for any purpose property of the Holders or trust funds for the benefit
          of the Holders, and the Optional Securities Funds shall not constitute
          security for the payment of the Debt Securities.

     (b) In lieu of, or in addition to, any exchange of Capital Securities for
Debt Securities of any series which may be made in accordance with the
provisions of Sections 1402 and 1403, the Company may elect to redeem the Debt
Securities of such series in accordance with the provisions of Section 1106 and
the terms of the Debt Securities of each series, in whole or in part, by paying
the principal of such Debt Securities with funds designated as Optional
Securities Funds at a price equal to the percentage of the principal amount
established in the terms of the Debt Securities of such series on the Redemption
Date of the Debt Securities to be so redeemed, and (except if such Redemption
Date shall be an Interest Payment Date) by paying accrued interest on such Debt
Securities. If such Redemption Date is an Interest Payment Date, the interest
payable on such date shall be paid to the Holder of Debt Securities of such
series according to the terms of the Debt Securities of such series and the
provisions of Section 307.

     (c) The Company shall give notice of such proposed redemption in the manner
provided in Section 106 to the Holders of the Debt Securities of such series
within the time prescribed for the giving of the initial notice in Section 1402
or 1403, depending upon the Redemption Date selected by the Company. Such notice
shall state the Redemption Date and the place or places where the Debt
Securities of the series to be paid are to be surrendered for payment; provided,
however, if such redemption is of less than all of the Debt Securities of such
series and is to be made on a Capital Exchange Date specified in accordance with
Section 1402 or 1403, then such notice may be incorporated into any initial
notice of such Capital Exchange Date and provided that no notice of any
redemption may be given unless there are sufficient Optional Securities Funds to
pay the principal amount of the Debt Securities to be redeemed.

     (d) If less than all the Debt Securities of any series are to be so
redeemed, then Sections 1404(c) and 1408 shall apply to the redemption in the
same manner as if such Debt Securities were to be exchanged for Capital
Securities.

     (e) Funds designated as Optional Securities Funds shall be released from
such designation under the circumstances described in Section 1503.

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                                 ARTICLE FIFTEEN

                                SECURITIES FUNDS

     SECTION 1501. Creation of Securities Funds.

     A fund (the "Securities Funds") will be established when specified in an
Officers' Certificate or supplemental indenture pursuant to Section 1502, to be
used to pay the principal of the Debt Securities of that series.

     Notwithstanding any provision to the contrary contained in this Indenture
or in the Debt Securities of any series, neither funds designated as Securities
Funds nor any other property from time to time held as Securities Funds shall be
deemed to be for any purpose property of the Holders or trust funds for the
benefit of the Holders, and the Securities Funds shall not constitute security
for the payment of the Debt Securities.

     SECTION 1502. Designations of Securities Funds.

     The Securities Funds will consist of amounts equal to (i) the net proceeds
of the sale of Capital Securities for cash from time to time after the date of
initial issuance of the Debt Securities of any series for which funds may be
designated by the Company as provided in this Section, and (ii) the market
value, as determined by the Company, of Capital Securities sold from time to
time after the date of initial issuance of the Debt Securities of such series in
exchange for other property, less the expenses to effect any such exchanges, and
(iii) other funds which the regulations of the Primary Federal Regulator then
permit for the payment of principal of "mandatory convertible securities (equity
commitment notes or equity contract notes)" as defined in such regulations;
provided that (x) the Company has designated such amounts as Securities Funds on
its books and records in the manner required by the Primary Federal Regulator,
and (y) there shall be deducted from the Securities Funds an amount equal to the
amount of any funds used to redeem or repay the Debt Securities of such series
for which Securities Funds are required to be designated or any similar
securities.

     SECTION 1503. Covenant of the Company to Obtain Securities Funds.

     Notwithstanding anything else contained herein, the Company hereby
covenants and agrees that with regard to the Debt Securities of any series which
by its terms require the designation of Securities Funds (i) by the Interest
Payment Date which occurs on or next preceding the date when one-third of the
period from the date of issuance of the Debt Securities of such series to their
Stated Maturity has elapsed, it will have obtained Securities Funds in an amount
that will equal at least one-third of the original aggregate principal amount of
the Debt Securities of such series (or such lesser amount as the Primary Federal
Regulator may permit from time to time) and will have prepared and delivered to
the Trustee an Officer's Certificate to the foregoing effect, (ii) by the
Interest Payment Date which occurs on or next preceding the date when two-thirds
of the period from the date of

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<PAGE>

issuance of the Debt Securities of such series to their Stated Maturity has
elapsed, it will have obtained Securities Funds in the amount that will equal at
least two-thirds of the original aggregate principal amount of the Debt
Securities of such series (or such lesser amount as the Primary Federal
Regulator may permit from time to time) and will have prepared and delivered to
the Trustee an Officers' Certificate to the foregoing effect, and (iii) by 60
days prior to the Stated Maturity of the Debt Securities of such series, it will
have obtained Securities Funds in an amount that will equal not less than the
original aggregate principal amount of the Debt Securities of such series (or
such lesser amount as the Primary Federal Regulator may permit from time to
time) and will have prepared and delivered to the Trustee an Officers'
Certificate to the foregoing effect; provided, however, that such covenant and
agreement of the Company shall be canceled, and amounts therefore designated as
Securities Funds will be released from such designation in the event and to the
extent that the Company shall determine that under then regulations of the
Company's Primary Federal Regulator either the Debt Securities are no longer
includable as capital or it is no longer necessary for the Company to be
obligated to pay the principal of the Debt Securities out of Securities Funds in
order for the Debt Securities to maintain the same capital treatment as they are
then receiving under such regulations, in the event and to the extent that
approval of the Primary Federal Regulator is obtained for such cancellation and
release or in the event and to the extent that the Company shall have exchanged
or redeemed such Debt Securities pursuant to the terms of such Debt Securities
of such series from a source other than amounts designated as Securities Funds.

                                 ARTICLE SIXTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

     SECTION 1601. Purposes for Which Meetings May Be Called.

     If Debt Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Debt Securities of such 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
Act provided by this Indenture to be made, given or taken by Holders of Debt
Securities of such series.

     SECTION 1602. Call, Notice and Place of Meetings.

     (a) The Trustee may at any time call a meeting of Holders of Debt
Securities of any series issuable as Bearer Securities for any purpose specified
in Section 1601, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London as the Trustee shall determine.
Notice of every meeting of Holders of Debt 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 106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.

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<PAGE>

     (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Debt Securities
of any series shall have requested the Trustee to call a meeting of the Holders
of Debt Securities of such series for any purpose specified in Section 1601, 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
for the notice to such meeting within 21 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 Debt Securities of such series in the amount
above specified, as the case may be, may determine the time and place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for purposes by giving notice thereof as provided in
subsection (a) of this Section.

     SECTION 1603. Persons Entitled to Vote at Meetings.

     To be entitled to vote at any meeting of Holders of Debt Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Debt
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 Debt 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 Debt 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 1604. Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt 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
66 2/3% in principal amount of the Outstanding Debt Securities of a series, the
Persons entitled to vote 66 2/3% in principal amount of the Outstanding Debt
Securities of such series shall constitute a quorum. In the absence of a quorum
within 30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Holders of Debt Securities of such series, be
dissolved. In the absence of a quorum in any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the chairperson of the
meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided Section 1602(a),
except than 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. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Outstanding Debt Securities of
such series which shall constitute a quorum.

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<PAGE>

     Except as limited by the provisos to Section 902, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted only by the affirmative vote of the Holders of a
majority in principal amount of the Outstanding Debt Securities of that series,
provided, however, that, except as limited by the provisos to Section 902, any
resolution with respect to any consent or waiver which this Indenture expressly
provides may be given by the Holders of not less than 66 2/3% in principal
amount of the Outstanding Debt 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 only by the affirmative vote of the Holders 66 2/3% in the
principal amount of the Outstanding Debt Securities of that series; and
provided, further, that, except as limited by the provisos to Section 902, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act 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 Debt 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 Debt
Securities of that series.

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

     SECTION 1605. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

     (a) Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders of Debt Securities of such series in regard to proof of the holding of
Debt 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 holder of Debt Securities shall be proved in the manner specified in Section
104 or, in the case of Bearer Securities, by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to the holding of Bearer Securities. 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 104 or other proof.

     (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairperson of the meeting, unless the meeting shall have been called by the
Company or by Holders of Debt Securities as provided in Section 1602(b), in
which case the Company or the Holders of Debt Securities of the series calling
the meeting, as the case may be, shall in like manner appoint a temporary
chairperson. A permanent chairperson 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 Debt Securities of such series represented at the
meeting.

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<PAGE>

     (c) At any meeting each Holder of a Debt Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount (or the
equivalent in ECU, any other composite currency or a Foreign Currency) of Debt
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 Debt Security
challenged as not Outstanding and ruled by the chairperson of the meeting not to
be Outstanding. The chairperson of the meeting shall have no right to vote,
except as a Holder of a Debt Security of such series or proxy.

     (d) Any meeting of Holders of Debt Securities of any series duly called
pursuant to Section 1602 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 Debt Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

     SECTION 1606. Counting Votes and Recording Action of Meetings.

     The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson 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 triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1604. Each copy shall be signed and verified by the
affidavits of the permanent chairperson 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 records so signed and verified shall be conclusive evidence
of the matters therein stated.

                                ARTICLE SEVENTEEN

                                   DEFEASANCE

     SECTION 1701. Termination of Company's Obligations.

     With respect to any series of Debt Securities, if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt
Securities are denominated and payable in Dollars only, Eligible Instruments the
payments of principal and interest on which when due (and without reinvestment
and providing no tax liability will be imposed upon the Trustee or the Holders

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of such Debt Securities) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay principal (and premium, if any) and interest
when due on the Debt Securities of such series and any coupons appertaining
thereto and any mandatory sinking fund, repayment or analogous payments thereon
on the scheduled due dates therefor at the Stated Maturity thereof, the
Company's obligations under Section 1005 shall terminate with respect to the
Debt Securities of the series for which such deposit was made; provided,
however, that (i) no Event of Default with respect to the Debt Securities of
such series under Section 501(1) or 501(2) or event that with notice or lapse of
time or both would constitute such an Event of Default shall have occurred and
be continuing on such date and (ii) such termination shall not relieve the
Company of its obligations under the Debt Securities of such series and this
Indenture to pay when due the principal of (and premium, if any) and interest
and additional amounts on such Debt Securities and any coupons appertaining
thereto if such Debt Securities or coupons are not paid (or payment is not
provided for) when due from the money and Eligible Instruments (and the proceeds
thereof) so deposited.

     It shall be a condition to the deposit of cash and/or Eligible Instruments
and the termination of the Company's obligations with respect to the Debt
Securities of any series under Section 1005 pursuant to the provisions of this
Section that the Company deliver to the Trustee (i) an opinion of nationally
recognized independent tax counsel to the effect that: (a) Holders of Debt
Securities of such series and any coupons appertaining thereto will not
recognize income, gain or loss for Federal income tax purposes as a result of
such deposit and termination and (b) such Holders (and future Holders) will be
subject to tax in the same amount, manner and timing as if such deposit and
termination has not occurred and (ii) an Officers' Certificate to the effect
that under the laws in effect on the date such money and/or Eligible Instruments
are deposited with the Trustee, the amount thereof will be sufficient, after
payment of all Federal, state and local taxes in respect thereof payable by the
Trustee, to pay principal (and premium, if any) and interest when due on the
Debt Securities of such series and any coupons appertaining thereto.

     It shall be an additional condition to the deposit of cash and/or Eligible
Instruments and the termination of the Company's obligations under Section 1005
pursuant to the provisions of this Section, with respect to the Debt Securities
of any series then listed on the New York Stock Exchange, that the Company
deliver an Opinion of Counsel that the Debt Securities of such series will not
be delisted from the New York Stock Exchange as a result of such deposit and
termination.

     After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations with
respect to the Debt Securities of such series under Section 1005 pursuant to the
provisions of this Section.

     SECTION 1702. Repayment to Company.

     The Trustee and any Paying Agent shall (unless otherwise required by
mandatory provision of applicable escheat or abandoned or unclaimed porperty
law) pay to the Company upon Company Request any money or Eligible Instruments
not required for the payment of the principal of (and premium, if any)

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and interest on the Debt Securities of any series and any related coupons for
which money or Eligible Instruments have been deposited pursuant to Section 1701
held by them at any time.

     The Trustee and any Paying Agent shall pay to the Company upon Company
Request any money held by them for the payment of principal (and premium, if
any) and interest that remains unclaimed for two years after the Maturity of the
Debt Securities for which a deposit has been made pursuant to Section 1701.
After such payment to the Company, the Holders of the Debt Securities of such
series and any related coupons shall thereafter, as unsecured general creditors,
look only to the Company for the payment thereof.

     SECTION 1703. Indemnity for Eligible Instruments.

     The Company shall pay and shall indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the deposited Eligible
Instruments or the principal or interest received on such Eligible Instruments.

                                ARTICLE EIGHTEEN

                        SUBORDINATION OF DEBT SECURITIES

     SECTION 1801. Debt Securities Subordinate to Senior Debt.

     The Company covenants and agrees that anything in this Indenture or the
Debt Securities of any series to the contrary notwithstanding, the indebtedness
evidenced by the Debt Securities of each series and any coupons appurtenant
thereto is subordinate and junior in right of payment to all Senior Debt to the
extent provided herein, and each Holder of Debt Securities of each series and
coupons appurtenant thereto, by such Holder's acceptance thereof, likewise
covenants and agrees to the subordination herein provided and shall be bound by
the provisions hereof. Senior Debt shall continue to be Senior Debt and entitled
to the benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Debt or extension or renewal of
the Senior Debt.

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

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     In the event of

     (a) any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Company,
its creditors or its property,

     (b) any proceeding for the liquidation, dissolution or other winding up of
the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings,

     (c) any assignment by the Company for the benefit of creditors, or

     (d) any other marshalling of the assets of the Company,

all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall first be paid in full before any payment or
distribution, whether in cash, securities or other property, shall be made to
any Holder of any of the Debt Securities or coupons appurtenant thereto on
account thereof. Any payment or distribution, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Debt Securities of any series or coupons
appurtenant thereto shall be paid or delivered directly to the Holders of Senior
Debt in accordance with the priorities then existing among such Holders until
all Senior Debt (including any interest thereon accruing after the commencement
of any such proceedings) shall have been paid in full. In the event of any such
proceeding, after payment in full of all sums owing with respect to Senior Debt,
the Holders of the Debt Securities and coupons appurtenant thereto, together
with the Holders of any obligations of the Company ranking on a parity with the
Debt Securities, shall be entitled to be paid from the remaining assets of the
Company the amounts at the time due and owing on account of unpaid principal of
(and premium, if any) and interest on the Debt Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Debt Securities and such other obligations.

     In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan of reorganization or readjustment), shall
be received by the Trustee or any Holder in contravention of any of the terms
hereof such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Debt at the time outstanding

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in accordance with the priorities then existing among such holders for
application to the payment of all Senior Debt remaining unpaid, to the extent
necessary to pay all such Senior Debt in full. In the event of the failure of
the Trustee or any Holder to endorse or assign any such payment, distribution or
security, each holder of Senior Debt is hereby irrevocably authorized to endorse
or assign the same.

     No present or future holder of any Senior Debt shall be prejudiced in the
right to enforce subordination of the indebtedness evidenced by the Debt
Securities by any act or failure to act on the part of the Company. Nothing
contained herein shall impair, as between the Company and the Holders of Debt
Securities of each series, the obligation of the Company to pay to such Holders
the principal of (and premium, if any) and interest upon such Debt Securities
and coupons appurtenant thereto or prevent the Trustee or the Holder from
exercising all rights, powers and remedies otherwise permitted by applicable law
or hereunder upon a default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Debt to receive cash, securities or other
property otherwise payable or deliverable to the Holders.

     Senior Debt shall not be deemed to have been paid in full unless the
holders thereof shall have received cash, securities or other property equal to
the amount of such Senior Debt then outstanding. Upon the payment in full of all
Senior Debt, the Holders of Debt Securities of each series and coupons
appurtenant thereto, if any, shall be subrogated to all rights of any holders of
Senior Debt to receive any further payments or distributions applicable to the
Senior Debt until the indebtedness evidenced by the Debt Securities of such
series and coupons appertaining thereto, if any, shall have been paid in full,
and such payments or distributions received by such Holders, by reason of such
subrogation, of cash, securities or other property which otherwise would be paid
or distributed to the holders of Senior Debt, shall, as between the Company and
its creditors other than the holders of Senior Debt, on the one hand, and such
Holders, on the other hand, be deemed to be a payment by the Company on account
of Senior Debt, and not on account of the Debt Securities of such series.

     The Trustee and Holders will take action (including, without limitation,
the delivery of this Indenture to an agent for the holders of Senior Debt or
consent to the filing of a financing statement with respect hereto) as may, in
the opinion of counsel designated by the holders of a majority in principal
amount of the Senior Debt at the time outstanding, be necessary or appropriate
to assure the effectiveness of the subordination effected by these provisions.

     The provisions of this Section 1801 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Company in respect of any
security interest the creation of which is not prohibited by the provisions of
this Indenture.

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

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     SECTION 1802. Trustee and Holders of Debt Securities May Rely on
Certificate of Liquidating Agent; Trustee May Require Further Evidence as to
Ownership of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt.

     Upon any payment or distribution of assets of the Company referred to in
this Article Eighteen, the Trustee and the Holders shall be entitled to rely
upon an order or decree made by any court of competent jurisdiction in which
such dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article
Eighteen. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself or herself to be a holder of Senior Debt (or a
trustee or representative on behalf of such holder) as evidence that such Person
is a holder of such Senior Debt (or is such a trustee or representative). In the
event that the Trustee determines, in good faith, that further evidence is
required with respect to the right of any person as holder of Senior Debt to
participate in any payments or distributions pursuant to this Article Eighteen,
the Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
as to the extent to which such Person is entitled to participate in such payment
or distribution, and as to other facts pertinent to the rights of such Person
under this Article Eighteen, and if such evidence is not furnished, the Trustee
may offer any payment to such Person pending judicial determination as to the
right of such Person to receive payment. The Trustee, however, shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt.

     SECTION 1803. Payment Permitted if No Default.

     Nothing contained in this Article Eighteen or elsewhere in this Indenture,
or in any of the Debt Securities, shall prevent (a) the Company at any time,
except during the pendency of any dissolution, winding up, liquidation or
reorganization proceedings referred to in, or under the conditions described in,
Section 1801, from making payments of the principal of (or premium, if any) or
interest on the Debt Securities or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest on the Debt Securities, if, at the time of such
deposit, the Trustee or such Paying Agent, as the case may be, did not have the
written notice provided for in Section 1804 of any event prohibiting the making
of such deposit, or if, at the time of such deposit (whether or not in trust) by
the Company with the Trustee or any Paying Agent (other than the Company) such
payment would not have been prohibited by the provisions of this Article, and
the Trustee or any Paying Agent shall not be affected by any notice to the
contrary received by it on or after such date.

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     SECTION 1804. Trustee Not Charged with Knowledge of Prohibition.

     Anything in this Article Eighteen or elsewhere in this Indenture contained
to the contrary notwithstanding, 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 money to or by the Trustee and shall be entitled conclusively to
assume that no such facts exist and that no event specified in Section 1801 has
happened, until the Trustee shall have received an Officers' Certificate to that
effect or notice in writing to that effect signed by or on behalf of the holder
or holders or their representatives, of Senior Debt who shall have been
certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or holders or representatives or from any
trustee under the indenture pursuant to which such Senior Debt shall be
outstanding. The Company shall give prompt written notice to the Trustee and to
the Paying Agent of any facts which would prohibit the payment of money to or by
the Trustee or any Paying Agent.

     SECTION 1805. Trustee to Effectuate Subordination.

     Each Holder of Debt Securities or coupons by such Holder's acceptance
thereof authorizes and directs the Trustee in such Holder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination as
between such Holder and holders of Senior Debt as provided in this Article and
appoints the Trustee its attorney-in-fact for any and all such purposes.

     SECTION 1806. Rights of Trustee as Holder of Senior Debt.

     The Trustee shall be entitled to all the rights set forth in this Article
with respect to any Senior Debt which may at the time be held by it, to the same
extent as any other holder of Senior Debt, provided that nothing in this Article
shall deprive the Trustee of any rights as such holder and provided furtherthat
nothing in this Article shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 607.

     SECTION 1807. Article Applicable to Paying Agents.

     In case at any time any 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 otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however,
that Sections 1804 and 1806 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

     SECTION 1808. Subordination Rights Not Impaired by Acts or Omissions of the
Company or Holders of Senior Debt.

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     No right of any present or future holders of any Senior Debt to enforce
subordination as herein provided shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provision and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
be otherwise charged with. The holders of Senior Debt 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 Debt, or amend or supplement any instrument pursuant to which any such
Senior Debt 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 Debt including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Debt Securities or the
Trustee and without affecting the obligations of the Company, the Trustee or the
Holders of the Debt Securities under this Article.

                                ARTICLE NINETEEN

                      CONVERSION OF CONVERTIBLE SECURITIES

     SECTION 1901. Applicability of Article.

     If an Officers' Certificate or supplemental indenture pursuant to Section
301 provides that the Debt Securities of a series shall be Convertible
Securities, Debt Securities of such series shall be convertible in accordance
with their terms and (except as otherwise specified in such Officers'
Certificate or supplemental indenture) in accordance with this Article.

     SECTION 1902. Right to Convert.

     Subject to and upon compliance with the provisions of this Article, the
Holder of any Convertible Security shall have the right, at such Holder's
option, at any time prior to the close of business on the date set forth in the
Officers' Certificate delivered pursuant to Section 301 hereof (or if such
Convertible Security is called for redemption or submitted for repayment, then
in respect of such Convertible Security to and including but not after the close
of business on the Redemption or Repayment Date, as the case may be, unless the
Company shall default in the payment due) to convert the principal amount of any
such Convertible Security, or, in the case of any Convertible Security of a
denomination greater than $1,000, any portion of such principal which is $1,000
or an integral multiple thereof, into that number of fully paid and
nonassessable shares of Common Stock (as such shares shall then be constituted)
obtained by dividing the principal amount of the Convertible Security or portion
thereof surrendered for conversion by the Conversion Price, by surrender of the
Convertible Security so to be converted in whole or in part in the manner
provided in Section 1903. Such conversion shall be effected by the Company.

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     SECTION 1903. Exercise of Conversion Privilege; Delivery of Common Stock on
Conversion; No Adjustment for Interest or Dividends.

     In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted in whole or in part shall surrender such
Convertible Security at an office or agency maintained by the Company pursuant
to Section 1002, accompanied by the funds, if any, required by the last
paragraph of this Section, together with written notice of conversion in the
form provided on the Convertible Securities, that the Holder elects to convert
such Convertible Security or the portion thereof specified in said notice. Such
notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Common Stock which shall be
deliverable on such conversion shall be registered, and shall be accompanied by
transfer taxes, if required pursuant to Section 1908. Each Convertible Security
surrendered for conversion shall, unless the shares deliverable on conversion
are to be registered in the same name as the registration of such Convertible
Security, be duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or such Holder's duly
authorized attorney.

     As promptly as practicable after the surrender of such Convertible Security
and the receipt of such notice and funds, if any, as aforesaid, the Company
shall deliver at such office or agency to such Holder, or on such Holder's
written order, a certificate or certificates for the number of full shares
deliverable upon the conversion of such Convertible Security or portion thereof
in accordance with the provisions of this Article and a check or cash in respect
of any factional interest in respect of a share of Common Stock arising upon
such conversion as provided in Section 1904. In case any Convertible Security of
a denomination greater than $1,000 shall be surrendered for partial conversion
and subject to Section 302, the Company shall execute and the Trustee shall
authenticate and deliver to or upon the written order of the Holder of the
Convertible Security so surrendered, without charge to such Holder, a new
Convertible Security or Convertible Securities in authorized denominations in an
aggregate principal amount equal to the unconverted portion of the surrendered
Convertible Security.

     Each conversion shall be deemed to have been effected on the date on which
such Convertible Security shall have been surrendered (accompanied by the funds,
if any, required by the last paragraph of this Section) and such notice shall
have been received by the Company, as aforesaid, and the person in whose name
any certificate or certificates for shares of Common Stock shall be registrable
upon such conversion shall be deemed to have become on said date the holder of
record of the shares represented thereby; provided, however, that any such
surrender on any date when the stock transfer books of the Company shall be
closed shall constitute the person in whose name the certificates are to be
registered as the record holder thereof for all purposes on the next succeeding
day on which stock transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such Convertible Security
shall have been surrendered.

     Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date shall (unless

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such Convertible Security or portion thereof being converted shall have been
called for redemption or submitted for repayment on a date in such period) be
accompanied by payment, in legal tender or other funds acceptable to the
Company, of an amount equal to the interest otherwise payable on such Interest
Payment Date on the principal amount being converted; provided, however, that no
such payment need be made if there shall exist at the time of conversion a
default on the payment of interest on the Convertible Securities. An amount
equal to such payment shall be paid by the Company on such Interest Payment Date
to the Holder of such Convertible Security on such Regular Record Date,
provided, however, that if the Company shall default in the payment of interest
on such Interest Payment Date, such amount shall be paid to the person who made
such required payment. Except as provided above in this Section, no adjustment
shall be made for interest accrued on any Convertible Security converted or for
dividends on any shares issued upon the conversion of such Convertible Security
as provided in this Article.

     SECTION 1904. Cash Payments in Lieu of Fractional Shares.

     No fractional shares of Common Stock or scrip representing fractional
shares shall be delivered upon conversion of Convertible Securities. If more
than one Convertible Security shall be surrendered for conversion at one time by
the same Holder, the number of full shares which shall be deliverable upon
conversion shall be computed on the basis of the aggregate principal amount of
the Convertible Securities (or specified portions thereof to the extent
permitted hereby) so surrendered. If any fractional share of stock would be
deliverable upon the conversion of any Convertible Security or Convertible
Securities, the Company shall make an adjustment therefor in cash at the current
market value of such fractional share of stock. The market value of a share of
Common Stock shall be the Closing Price on the Business day immediately
preceding the day on which the Convertible Securities (or specified portions
thereof) are deemed to have been converted.

     SECTION 1905. Conversion Price.

     The Conversion Price shall be as specified in the form of Convertible
Security hereinafter set forth, subject to adjustment as provided in this
Article.

     SECTION 1906. Adjustment to Conversion Price.

     The Conversion Price shall be adjusted from time to time as follows:

     (a) In case the Company shall (i) pay a dividend or make a distribution on
the Common Stock in shares of its capital stock (whether shares of Common Stock
or of capital stock of any other class), (ii) subdivide or reclassify its
outstanding Common Stock into a greater number of securities (including Common
Stock), or (iii) combine or reclassify its outstanding Common Stock into a
smaller number of securities (including Common Stock), the Conversion Price in
effect immediately prior thereto shall be adjusted so that the Holder of any
Convertible Security thereafter surrendered for conversion shall be entitled to
receive the number of shares of capital stock of the Company which such Holder
would have owned or have been entitled to receive after the happening of any of

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the events described above had such Convertible Security been converted
immediately prior to the happening of such event. An adjustment made pursuant to
this subsection (a) shall become effective immediately after the record date in
the case of a dividend and shall become effective immediately after the
effective date in the case of a subdivision or combination. If, as a result of
an adjustment made pursuant to this subsection (a), the Holder of any
Convertible Security thereafter surrendered for conversion shall become entitled
to receive shares of two or more classes of capital stock of the Company, the
Board of Directors of the Company (whose determination shall be conclusive and
shall be described in a written statement filed with the Trustee and any
conversion agent) shall determine the allocation of the adjusted Conversion
Price between or among shares of such classes of capital stock.

     In the event that at any time, as a result of an adjustment made pursuant
to this subsection (a) of this Section 1906, the Holder of any Convertible
Security thereafter converted shall become entitled to receive any shares or
other securities of the Company other than shares of Common Stock, thereafter
the number of such other shares so received upon conversion of any Convertible
Security shall be subject to adjustment from time to time in any manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in this Section 1906, and other provisions of
this Article Nineteen with respect to the shares of Common Stock shall apply on
like terms to any such other shares or other securities.

     (b) In case the Company shall fix a record date for the issuance of rights
or warrants to all holders of its Common Stock (or securities convertible into
Common Stock) entitling them (for a period expiring within 45 days after such
record date) to subscribe for or purchase Common Stock at a price per share (or
a conversion price per share)less than the current market price per share of
Common Stock (as defined in subsection (d) below) at such record date, the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the same shall equal the price determined by multiplying the Conversion Price in
effect immediately prior to such record date by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares which the aggregate offering price of the
total number of shares so offered (or the aggregate initial conversion price of
the convertible securities so offered) would purchase at such current market
price, and of which the denominator shall be the number of shares of Common
Stock outstanding on such record date plus the number of additional shares of
Common Stock offered for subscription or purchase (or into which the convertible
securities so offered are initially convertible). Such adjustment shall be made
successively whenever such a record is fixed, and shall become effective
immediately after such record date. In determining whether any rights or
warrants entitle the holders to subscribe for or purchase shares of Common Stock
at less than such current market price, and in determining the aggregate
offering price of such shares, there shall be taken into account any
consideration determined by the Board of Directors of the Company. Common Stock
owned by or held for the account of the Company or any majority owned subsidiary
shall not be deemed outstanding for the purpose of any adjustment required under
this subsection (b).

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     (c) In case the Company shall fix a record date for making a distribution
to all holders of its Common Stock evidences of its indebtedness or assets
(excluding regular quarterly or other periodic or recurrent cash dividends or
distributions paid from retained earnings of the Company or dividends or
distributions referred to in subsection (a) above) or rights or warrants to
subscribe or purchase (excluding those referred to in subsection (b) above),
then in each case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in effect
immediately prior to such record date by a fraction of which the numerator shall
be the current market price per share (as defined in subsection (d) below) of
the Common Stock on such record date less the then fair market value (as
determined by the Board of Directors of the Company whose determination shall be
conclusive, and described in a certificate filed with the Trustee) of the
portion of the assets or evidences of indebtedness so distributed or of such
rights or warrants applicable to one share of Common Stock, and the denominator
shall be the current market price per share (as defined in subsection (d) below)
of the Common Stock. Such adjustment shall be made successively when ever such a
record date is fixed and shall become effective immediately after such record
date. Notwithstanding the foregoing, in the event that the Company shall
distribute any rights or warrants to acquire capital stock ("Rights") pursuant
to this subsection (c), the distribution of separate certificates representing
such Rights subsequent to their initial distribution (whether or not such
distribution shall have occurred prior to the date of the issuance of such
Convertible Securities) shall be deemed to be the distribution of such Rights
for purposes of this subsection (c); provided that the Company may, in lieu of
making any adjustment pursuant to this subsection (c) upon a distribution of
separate certificates representing such Rights, make proper provision so that
each Holder of such Convertible Security who converts such Convertible Security
(or any portion thereof) (i) before the record date for such distribution of
separate certificates shall be entitled to receive upon such conversion shares
of Common Stock issued with Rights and (ii) after such record date and prior to
the expiration, redemption or termination of such Rights shall be entitled to
receive upon such conversion, in addition to the shares of Common Stock issuable
upon such conversion, the same number of such Rights as would a holder of the
number of shares of Common Stock that such Convertible Security so converted
would have entitled the holder thereof to purchase in accordance with the terms
and provisions of and applicable to the Rights if such Convertible Security were
converted immediately prior to the record date for such distribution. Common
Stock owned by or held for the account of the Company or any majority owned
subsidiary shall not be deemed outstanding for the purpose of any adjustment
required under this subsection (c).

     (d) For the purpose of any computation under subsection (b) and (c) above,
the current market price per share of Common Stock at any date shall be deemed
to be the average of the daily Closing Prices for the thirty days (which are not
legal holidays as defined in Section 113) commencing forty-five days (which are
not legal holidays as defined in Section 113) before the day in question. The
Closing Price for any day shall be (i) if the Common Stock is listed or admitted
for trading on any national securities exchange or the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ"), the last sale price (regular way), or the average of the closing bid
and ask prices if no sale occurred, of Common Stock on the principal securities
exchange on which the Common Stock is listed, (ii) if not listed as described in
(i), the mean between the closing high bid and low asked quotations of Common
Stock

                                       109

<PAGE>

on NASDAQ, or any similar system or automated dissemination of quotations of
securities prices then in common use, if so quoted, or (iii) if not quoted as
described in clause (ii), the mean between the high bid and low asked quotations
for Common Stock as reported by the National Quotation Bureau Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least 5 of the 10 preceding days. If none of the conditions
set forth above is met, the Closing Price of Common Stock on any day or the
average of such Closing Prices for any period shall be the fair market value of
Common Stock as determined by a member firm of the New York Stock Exchange, Inc.
selected by the Company.

     (e) (i) No adjustment in the Conversion price shall be required unless such
     adjustment would require an increase or decrease of at least 1% in such
     price; provided, however, that any adjustments which by reason of this
     subsection (e)(i) are not required to be made shall be carried forward and
     taken into account in any subsequent adjustment; further provided, however,
     that any adjustments which by reason of this subsection (e)(i) are not
     otherwise required to be made shall be made no later than 3 years after the
     date on which occurs an event that requires an adjustment to be made or
     carried forward.

     (ii) All calculations under this Article Nineteen shall be made to the
     nearest cent or to the nearest one- hundredth of a share, as the case may
     be. Anything in this Section 1906 to the contrary notwithstanding, the
     Company shall be entitled to make such reductions in the Conversion Price,
     in addition to those required by this Section 1906, as it in its discretion
     shall determine to be advisable in order that any stock dividends,
     subdivision of shares, distribution of rights to purchase stock or
     securities, or distribution of securities convertible into or exchangeable
     for stock hereafter made by the Company to its shareholders shall not be
     taxable.

     (f) Whenever the Conversion Price is adjusted, as herein provided, the
Company shall promptly file with the Trustee and any conversion agent other than
the Trustee an Officers' Certificate setting forth the Conversion Price after
such adjustment and setting forth a brief statement of the facts requiring such
adjustment. Promptly after delivery of such certificate, the Company shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the date on which such adjustment becomes
effective and shall mail such notice of such adjustment of the Conversion Price
to the Holder of each Convertible Security at such Holder's last address
appearing on the Security Register provided for in Section 305 of this
Indenture.

     (g) In any case in which this Section 1906 provides that an adjustment
shall become effective immediately after a record date for an event, the Company
may defer until the occurrence of such event (i) delivering to the Holder of any
Convertible Security converted after such record date and before the occurrence
of such event the additional shares of Common Stock deliverable upon such
conversion by reason of the adjustment required by such event over and above the
Common Stock deliverable upon such conversion before giving effect to such
adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 1904, provided, however, that the Company shall
deliver to such Holder a due bill or other appropriate instrument

                                       110

<PAGE>

evidencing such Holder's rights to receive such additional shares, and such
cash, upon the occurrence of the event requiring such adjustment. If such event
does not occur, no adjustments shall be made pursuant to this Section 1906.

     SECTION 1907. Effect of Reclassification, Consolidation, Merger or Sale.

     If any of the following events occur, namely (i) any reclassification or
change of outstanding shares of Common Stock deliverable upon conversion of the
Convertible 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, but including any change in the shares of Common Stock into two
or more classes or series of securities), (ii) any consolidation or merger to
which the Company is a party (other than a consolidation or 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 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 its Common Stock) or (iii)
any sale or conveyance of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation; then the Company or such
successor or purchasing corporation, as the case may be, shall execute with the
Trustee a supplemental indenture (which shall conform to the Trust Indenture Act
as in force at the date of execution of such supplemental indenture and comply
with the provisions of Article Nine) providing that each Convertible Security
shall be convertible into the kind and amount of shares of stock and other
securities or property, including cash, receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of a number of
shares of Common Stock deliverable upon conversion of such Convertible
Securities immediately prior to such reclassification, change, consolidation,
merger, sale or conveyance. Such supplemental indenture shall provide for
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The Company shall cause notice of the
execution of such supplemental indenture to be mailed to each Holder of
Convertible Securities, at his address appearing on the Security Register
provided for in Section 305 of this Indenture.

     The above provisions of this Section shall similarly apply to successive
reclassifications, consolidations, mergers and sales.

     SECTION 1908. Taxes on Shares Issued.

     The delivery of stock certificates on conversions of Convertible Securities
shall be made without charge to the Holder converting a Convertible Security for
any tax in respect of the issue thereof. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the delivery of stock registered in any name other than of the Holder of any
Convertible Security converted, and the Company shall not be required to deliver
any such stock certificate unless and until the person or persons requesting the
delivery thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

                                       111

<PAGE>

     SECTION 1909. Shares to be Fully Paid; Compliance with Governmental
Requirements; Listing of Common Stock.

     The Company covenants that all shares of Common Stock which may be
delivered upon conversion of Convertible Securities will upon delivery be fully
paid and nonassessable by the Company and free from all taxes, liens and charges
with respect to the issue thereof.

     The Company covenants that if any shares of Common Stock to be provided for
the purpose of conversion of Convertible Securities hereunder require
registration with or approval of any governmental authority under any Federal or
state law before such shares may be validly delivered upon conversion, the
Company will in good faith and as expeditiously as possible endeavor to secure
such registration or approval, as the case may be.

     The Company further covenants that it will, if permitted by the rules of
the National Association of Securities Dealers, Inc., qualify for trading on
NASDAQ, upon official notice of issuance, all Common Stock deliverable upon
conversion of the Convertible Securities.

     SECTION 1910. Responsibility of Trustee.

     Neither the Trustee nor any authenticating agent nor any conversion agent
shall at any time be under any duty or responsibility to any Holder of
Convertible Securities to determine whether any facts exist which may require
any adjustment of the Conversion Price, or with respect to the nature or extent
of any such adjustment when made, or with respect to the method employed, or
herein or in any supplemental indenture provided to be employed, in making the
same. Neither the Trustee nor any authenticating agent nor any conversion agent
shall be accountable with respect to the validity or value (or the kind or
amount) of any shares of Common Stock, or of any securities or property, which
may at any time be delivered upon the conversion of any Convertible Security;
and neither the Trustee nor any authenticating agent nor any conversion agent
makes any representation with respect thereto. Subject to the provisions of
Section 601, neither the Trustee nor any authenticating agent nor any conversion
agent shall be responsible for any failure of the Company to deliver any shares
of Common Stock or stock certificates or other securities or property or cash
upon the surrender of any Convertible Security for the purpose of conversion or
for any failure of the Company to comply with any of the covenants contained in
this Article.

     SECTION 1911. Notice to Holders Prior to Certain Actions.

     In case:

     (a) the Company shall declare a dividend (or any other distribution) on the
Common Stock (other than in cash out of its current or retained earnings); or

                                       112

<PAGE>

     (b) the Company shall authorize the granting to the holders of the Common
Stock of rights or warrants to subscribe for or purchase any share of any class
or any other rights or warrants; or

     (c) of any reclassification or change of the Common Stock (other than a
subdivision or combination of its outstanding Common Stock, or a change in par
value, or from par value to no par value, or from no par value to par value) or,
of any consolidation or merger to which the Company is a party and for which
approval of any stockholders of the Corporation is required or for the sale or
transfer of all or substantially all of the assets of the Company; or

     (d) of the voluntary or involuntary dissolution, liquidation or winding up
of the Company; the Company shall cause to be filed with the Trustee and the
Company shall cause to be mailed to each holder of Convertible Securities at his
address appearing on the Security Register, provided for in Section 305 of this
Indenture, as promptly as possible but in any event no less than fifteen days
prior to the applicable date hereinafter specified, a notice stating (x) the
date on which a record is to be taken for the purpose of such dividend,
distribution or rights or warrants, or, if a record is not to be taken, the date
as of which the holders of Common Stock of record to be entitled to such
dividend, distribution or rights 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 the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up or any adjustment in the Conversion Price required by
this Article Nineteen.

     SECTION 1912. Covenant to Reserve Shares.

     The Company covenants that it will at all times reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued Common Stock,
such number of shares of Common Stock as shall then be deliverable upon the
conversion of all outstanding Convertible Securities.

                                    * * * * *

                                       113

<PAGE>

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

NEW YORK COMMUNITY BANCORP, INC.


By: /s/
       ------------------------

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

Name:
Title:


WILMINGTON TRUST COMPANY


By: /s/
       ------------------------

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

Name:
Title:

                                       114

<PAGE>

                                                                     EXHIBIT A-1

       [Form of Certificate of Beneficial Ownership by a Non-United States
                       Person or by Certain Other Persons]

                                   Certificate

                        NEW YORK COMMUNITY BANCORP, INC.

   [Insert title or sufficient description of Debt Securities to be Delivered]

     Reference is hereby made to the Indenture dated as of    , 2002 (the
                                                           --
"Indenture") between New York Community Bancorp, Inc. and Wilmington Trust
Company, as trustee (the "Trustee") covering the above-captioned Debt
Securities. This is to certify that as of the date hereof,    principal amount
                                                           --
of Debt Securities credited to you for our account (i) is owned by persons that
are not United States Persons, as defined below; (ii) is owned by United States
Persons that are (a) foreign branches of United States financial institutions
(as defined in the U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own accounts or for resale, or
(b) United States Persons who acquired the Notes through foreign branches of
United States financial institutions and who hold the Notes through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution encloses herewith a certificate in
the form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
which United States or foreign financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) certify that they
have not acquired the Notes for purposes of resale directly or indirectly to a
United States Person or to a person within the United States or its possessions.

     [Insert if certificate does not relate to an interest payment--We undertake
to advise you by tested telex followed by written confirmation if the above
statement as to beneficial ownership is not correct on the date of delivery of
the above- captioned Debt Securities in bearer form as to all of such Debt
Securities with respect to such of said Debt Securities as then appear in your
books as being held for our account.] We understand that this certificate is
required in connection with United States tax laws. We irrevocably authorize you
to produce this certificate or a copy hereof to any interested party in any
administrative or legal proceedings with respect to the matters covered by this
certificate. "United States Persons" shall mean a citizen or resident of the
United States of America (including the District of Columbia), a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof or an estate or trust that is
subject to United States federal income taxation regardless of the source of its
income.

                                       A-1

<PAGE>

     [This certificate excepts and does not relate to    principal amount of
                                                      --
Debt Securities credited to you for our account and to which we are not now able
to make the certification set forth above. We understand that definitive Debt
Securities cannot be delivered and interest cannot be paid until we are able to
so certify with respect to such principal amount of Debt Securities.]*

Dated:
[To be dated on or after
date determined as (the
provided in the Indenture)]

                                           [Name of Person Entitled to Receive
                                            Bearer Security]


                                           -----------------------------------
                                           (Authorized Signatory)
                                           Name:
                                           Title:


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

* Delete if appropriate

                                       A-2

<PAGE>

                                                                     EXHIBIT A-2

                       [Form of Certificate of Status as a
            Foreign Branch of a United States Financial Institution]
                                   Certificate

                        NEW YORK COMMUNITY BANCORP, INC.

   [Insert title or sufficient description of Debt Securities to be delivered]

     Reference is hereby made to the Indenture dated as of    , 2002, (the
                                                           --
"Indenture"), between New York Community Bancorp, Inc. and Wilmington Trust
Company, as trustee, relating to the offering of the above-captioned Debt
Securities (the "Debt Securities"). Unless herein defined, terms used herein
have the same meaning as given to them in the Indenture.

     The undersigned represents that it is a branch located outside the United
States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) that holds customers' securities in the ordinary course of
its trade or business and agrees, and authorizes you to advise the issuer or the
issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
possession. We undertake to advise you by tested telex followed by written
confirmation if the statement in the immediately preceding sentence is not
correct on the date of delivery of the above-captioned Debt Securities in bearer
form.

     We understand that this certificate is required in connection with the
United States tax laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings with respect to the matters covered by this certificate.

Dated:
[To be dated on or after (the
date determined as
provided in the Indenture)]

                                           [Name of Person Entitled to Receive
                                            Bearer Security]


                                           -------------------------------------
                                           (Authorized Signatory)
                                           Name:
                                           Title:

                                       A-3

<PAGE>

                                                                       EXHIBIT B

                  [Form of Certificate to be Given by Euroclear
             and Clearstream S.A. in Connection with the Exchange of
                --All or a Portion of a Temporary Global Security
                    or to Obtain Interest Prior to Exchange]

                                   Certificate

                        NEW YORK COMMUNITY BANCORP, INC.

   [Insert title or sufficient description of Debt Securities to be delivered]

     We refer to that portion,  , of the Global Security representing the
                              --
above-captioned issue [which is herewith submitted to be exchanged for
definitive Debt Securities]* [for which we are seeking to obtain payment of
interest]* (the "Submitted Portion"). This is to certify, pursuant to the
Indenture dated as of  , 2002 (the "Indenture") between New York Community
                     --
Bancorp, Inc. and Wilmington Trust Company, as trustee (the "Trustee"), that we
have received in writing, by tested telex or by electronic transmission from
member organizations with respect to each of the persons appearing in our
records as being entitled to a beneficial interest in the Submitted Portion a
Certificate of Beneficial Ownership by a Non-United States Person or by Certain
Other Persons, [and, in some cases, a Certificate of Status as a Foreign Branch
of a United States Financial Institution, authorizing us to inform the issuer or
the issuer's agent that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder]* substantially in the form of Exhibit A-1 [and A-2]* to
the Indenture.

     We hereby request that you deliver to the office of    in    definitive
                                                         --    --
Bearer Securities in the denominations on the attached Schedule A.

         We further certify that as of the date hereof we have not received any
notification from any of the persons giving such certificates to the effect that
the statements made by them with respect to any part of the Submitted Portion
are no longer true and cannot be relied on as of the date hereof.

Date:
                   [MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
                    BRUSSELS OFFICE, as Operator of the Euroclear System]

                   [Clearstream S.A.]


                   By
                      ---------------------

* Delete if inappropriate

                                       B-1