<PAGE>

                                                                    Exhibit 4(a)

                                    INDENTURE

                                     Between

                        NEW YORK COMMUNITY BANCORP, INC.

                                       and

                            WILMINGTON TRUST COMPANY,
                                   AS TRUSTEE

                               Dated as of __, 2002


                             SENIOR DEBT SECURITIES

<PAGE>

                        NEW YORK COMMUNITY BANCORP, INC.
    RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE,
                        DATED AS OF               , 2002
                                    --------------

TRUST INDENTURE                                                INDENTURE SECTION
  ACT SECTION
3.10(a)(1)                                                      6.09
3.10(a)(2)                                                      6.09
3.10(a)(3)                                                      N/A
3.10(a)(4)                                                      N/A
3.10(a)(5)                                                      6.09
3.10(b)                                                         6.08; 6.10
3.10(c)                                                         N/A
3.11(a)                                                         6.13(a)
3.11(b)                                                         6.13(b)
3.11(b)(2)                                                      7.03(a)(2);
                                                                7.03(b)
3.12(a)                                                         7.01; 7.02(a)
3.12(b)                                                         7.02(b)
3.12(c)                                                         7.02(c)
3.13(a)                                                         7.03(a)
3.13(b)                                                         7.03(b)
3.13(c)                                                         7.03(a), 7.03(b)
3.13(d)                                                         7.03(c)
3.14(a)(1), (2) and (3)                                         7.04
3.14(a)(4)                                                      10.09
3.14(b)                                                         N/A
3.14(c)(1)                                                      1.02
3.14(c)(2)                                                      1.02
3.14(c)(3)                                                      N/A
3.14(d)                                                         N/A
3.14(e)                                                         1.02
3.14(f)                                                         N/A
3.15(a)                                                         6.01(a)
3.15(b)                                                         6.02; 7.03(a)(6)
3.15(c)                                                         6.10(b)
3.15(d)                                                         6.10(c)
3.15(d)(1)                                                      6.10(a)(1)
3.15(d)(2)                                                      6.10(c)(2)
3.15(d)(3)                                                      6.10(c)(3)
3.15(e)                                                         5.14
3.16(a)                                                         1.01
3.16(a)(1)(A)                                                   5.02; 5.12
3.16(a)(1)(B)                                                   5.13
3.16(a)(2)                                                      N/A
3.16(b)                                                         5.08
3.16(c)                                                         1.04
3.17(a)(1)                                                      5.03
3.17(a)(2)                                                      5.04
3.17(b)                                                         10.03
3.18(a)                                                         1.07

THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
THE INDENTURE.

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
                                   ARTICLE I.
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01    Definitions......................................................   1
Section 1.02    Compliance Certificates and Opinions.............................   9
Section 1.03    Form of Documents Delivered to Trustee...........................   9
Section 1.04    Acts of Securityholders..........................................  10
Section 1.05    Notices, etc., to Trustee and Company............................  11
Section 1.06    Notice to Securityholders; Waiver................................  11
Section 1.07    Language of Notices, Etc.........................................  12
Section 1.08    Conflict with Trust Indenture Act................................  12
Section 1.09    Effect of Headings and Table of Contents.........................  12
Section 1.10    Successors and Assigns...........................................  13
Section 1.11    Separability Clause..............................................  13
Section 1.12    Benefits of Indenture............................................  13
Section 1.13    Governing Law....................................................  13
Section 1.14    Legal Holidays...................................................  13
Section 1.15    Judgment Currency; Payment to Be in Proper Currency..............  13
Section 1.16    Moneys of Different Currencies to Be Segregated..................  14

                                   ARTICLE II.
                                 SECURITY FORMS

Section 2.01    Forms Generally..................................................  14
Section 2.02    Form of Securities...............................................  15
Section 2.03    Form of Trustee's Certificate of Authentication..................  15

                                  ARTICLE III.
                                 THE SECURITIES

Section 3.01    Title and Terms..................................................  15
Section 3.02    Denominations....................................................  18
Section 3.03    Execution, Authentication, Delivery and Dating...................  18
Section 3.04    Temporary Securities.............................................  19
Section 3.05    Registration, Registration of Transfer and Exchange..............  21
Section 3.06    Mutilated, Destroyed, Lost and Stolen Securities.................  23
Section 3.07    Payment of Interest; Interest Rights Preserved...................  24
Section 3.08    Persons Deemed Owners............................................  25
Section 3.09    Cancellation.....................................................  26
Section 3.10    Computation of Interest..........................................  26
Section 3.11    Forms of Certification...........................................  26
Section 3.12    Payment in Currencies............................................  26
Section 3.13    CUSIP Numbers....................................................  28

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

Section 4.01    Satisfaction and Discharge of Indenture..........................  28
Section 4.02    Application of Trust Money.......................................  30
Section 4.03    Satisfaction, Discharge and Defeasance of Securities
                   of Any Series.................................................  30
Section 4.04    Repayment to Company.............................................  32
Section 4.05    Reinstatement....................................................  32
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
                                   ARTICLE V.
                                    REMEDIES

Section 5.01    Events of Default................................................  33
Section 5.02    Acceleration of Maturity; Rescission and Annulment...............  34
Section 5.03    Collection of Indebtedness and Suits for Enforcement by Trustee..  35
Section 5.04    Trustee May File Proofs of Claim.................................  36
Section 5.05    Trustee May Enforce Claims Without Possession of Securities......  36
Section 5.06    Application of Money or Other Property Collected.................  37
Section 5.07    Limitation on Suits..............................................  37
Section 5.08    Unconditional Right of Securityholders to Receive
                   Principal, Premium, Maturity Consideration and Interest.......  38
Section 5.09    Restoration of Rights and Remedies...............................  38
Section 5.10    Rights and Remedies Cumulative...................................  38
Section 5.11    Delay or Omission Not Waiver.....................................  38
Section 5.12    Control by Holders...............................................  38
Section 5.13    Waiver of Past Defaults..........................................  39
Section 5.14    Undertaking for Costs............................................  39
Section 5.15    Waiver of Stay or Extension Laws.................................  40

                                   ARTICLE VI.
                                   THE TRUSTEE

Section 6.01    Certain Duties and Responsibilities..............................  40
Section 6.02    Notice of Defaults...............................................  41
Section 6.03    Certain Rights of Trustee........................................  41
Section 6.04    Not Responsible for Recitals or Issuance of Securities...........  42
Section 6.05    May Hold Securities..............................................  42
Section 6.06    Money or Other Property Held in Trust............................  43
Section 6.07    Compensation and Reimbursement...................................  43
Section 6.08    Disqualification; Conflicting Interests..........................  44
Section 6.09    Corporate Trustee Required; Eligibility..........................  44
Section 6.10    Resignation and Removal; Appointment of Successor................  44
Section 6.11    Acceptance of Appointment by Successor...........................  46
Section 6.12    Merger, Conversion, Consolidation or Succession
                   to Business of Trustee........................................  47
Section 6.13    Preferential Collection of Claims Against Company................  47
Section 6.14    Appointment of Authenticating Agent..............................  47

                                  ARTICLE VII.
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01    Company to Furnish Trustee Names and Addresses of Holders........  49
Section 7.02    Preservation of Information; Communications to Holders...........  49
Section 7.03    Reports by Trustee...............................................  50
Section 7.04    Reports by Company...............................................  51
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
                                  ARTICLE VIII.
                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 8.01    Company May Consolidate, etc., Only on Certain Terms.............  51
Section 8.02    Successor Corporation Substituted................................  52

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

Section 9.01    Supplemental Indentures Without Consent of Securityholders.......  53
Section 9.02    Supplemental Indentures with Consent of Securityholders..........  54
Section 9.03    Execution of Supplemental Indentures.............................  55
Section 9.04    Effect of Supplemental Indentures................................  55
Section 9.05    Conformity with Trust Indenture Act..............................  56
Section 9.06    Reference in Securities to Supplemental Indentures...............  56

                                   ARTICLE X.
                                    COVENANTS

Section 10.01   Payment of Principal, Premium, if any, the Maturity
                   Consideration and Interest....................................  56
Section 10.02   Maintenance of Office or Agency..................................  56
Section 10.03   Money or Other Property for Securities Payments and
                   Deliveries to Be Held in Trust................................  57
Section 10.04   Additional Amounts...............................................  58
Section 10.05   Corporate Existence..............................................  59
Section 10.06   Maintenance of Properties........................................  59
Section 10.07   Payment of Taxes and Other Claims................................  60
Section 10.08   Limitation on Sale or Issuance of Capital Stock
                   of Certain Subsidiaries.......................................  60
Section 10.09   Limitation Upon Liens on Certain Capital Stock...................  61
Section 10.10   Statement as to Compliance.......................................  61
Section 10.11   Waiver of Certain Covenants......................................  62
Section 10.12   Calculation of Original Issue Discount...........................  62
Section 10.13   Statement by Officers as to Default..............................  62

                                   ARTICLE XI.
                            REDEMPTION OF SECURITIES

Section 11.01   Applicability of Article.........................................  62
Section 11.02   Election to Redeem; Notice to Trustee............................  62
Section 11.03   Selection by Trustee of Securities to Be Redeemed................  63
Section 11.04   Notice of Redemption.............................................  63
Section 11.05   Deposit of Redemption Price......................................  64
Section 11.06   Securities Payable on Redemption Date............................  64
Section 11.07   Securities Redeemed in Part......................................  64
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                <C>
                                  ARTICLE XII.
                                  SINKING FUNDS

Section 12.01   Applicability of Article.........................................  65
Section 12.02   Satisfaction of Sinking Fund Payments with Securities............  65
Section 12.03   Redemption of Securities for Sinking Fund........................  65

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

Section 13.01   Exemption from Individual Liability..............................  66

                                  ARTICLE XIV.
                                  MISCELLANEOUS

Section 14.01   Counterparts.....................................................  66
</TABLE>

<PAGE>

     THIS INDENTURE is dated as of   , 2002 between NEW YORK COMMUNITY BANCORP,
                                   --
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal executive office at
615 Merrick Avenue, Westbury, New York 11590, and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (herein called the "Trustee"), having
its principal corporate trust office located in Wilmington, Delaware.

                             RECITALS OF THE COMPANY

     The Company deems it necessary from time to time to issue its unsecured and
unsubordinated debentures, notes or other evidence of indebtedness to be issued
in one or more series (hereinafter called the "Securities") as hereinafter set
forth, and to provide therefor the Company has duly authorized the execution and
delivery of this Indenture.

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     Section 1.01 Definitions.
                  -----------

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

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

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

     (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation; and

     (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 1.04.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote, 10% or
more of the outstanding voting securities

                                       1

<PAGE>

or other ownership interests of the specified Person, (b) any Person 10% or more
of whose outstanding voting securities or other ownership interests are directly
or indirectly owned, controlled or held with power to vote by the specified
Person, (c) any Person directly or indirectly controlling, controlled by, or
under common control with the specified Person, (d) a partnership in which the
specified Person is a general partner, (e) any officer or director of the
specified Person, and (f) if the specified Person is an individual, any entity
of which the specified Person is an officer, director or general partner.

     "Authenticating Agent" with respect to any series of Securities means any
person authorized by the Trustee to act on behalf of the Trustee to authenticate
securities of such series pursuant to Section 6.14.

     "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.

     "Authorized Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, any Vice Chairman of the Board, the Chief Financial
Officer, any Vice President, the Treasurer, the Secretary, the Comptroller, any
Assistant Comptroller, any Assistant Treasurer or any Assistant Secretary of the
Company.

     "Bank" means (i) any institution organized under the laws of the United
States, any State of the United States, the District of Columbia, any territory
of the United States, Puerto Rico, Guam, American Samoa or the Virgin Islands
which (a) accepts deposits that the depositor has a legal right to withdraw on
demand, and (b) engages in the business of making commercial loans and (ii) any
trust company organized under any of the foregoing laws.

     "Bearer Security" means any Security in the form established pursuant to
Section 2.02 which is payable to bearer.

     "Board of Directors" means either the board of directors of the Company,
any duly authorized committee of that board or the Chairman, any Vice Chairman,
the President or any Vice President of the Company duly authorized by the Board
of Directors of the Company to take a specified action or make a specified
determination.

     "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 of the Company and to be in full force and effect on the date of
such certification, and delivered to the appropriate Trustee.

     "Business Day" means any day other than a Saturday or Sunday that is
neither a legal holiday nor a day on which banking institutions are authorized
or obligated by law or regulation to close in The City of New York or any day
other than a day on which the Corporate Trust Office of the Trustee is closed
for business or (i) with respect to Securities denominated in a Foreign
Currency, in the city specified in the Board Resolution pursuant to Section 3.01
or (ii) with respect to Securities which will bear interest based on a specified
percentage of London interbank offered quotations, a day which is also a day on
which banks in London, England are open for business (including dealings in
foreign exchange and foreign currency deposits).

     "Commission" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, as amended,
or if at any time after

                                       2

<PAGE>

the execution and delivery 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 Depository" has the meaning specified in Section 3.04.

     "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 any
such successor Person.

     "Company Request" or "Company Order" mean, respectively, a written request
or order signed in the name of the Company by its Chairman of the Board, its
Chief Executive Officer, its President, a Vice Chairman, its Chief Financial
Officer or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Comptroller, an Assistant Comptroller, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

     "Components", with respect to a composite currency, means the currency
amounts that are components of such composite currency on the conversion date
with respect to such composite currency. After such conversion date if the
official unit of any component currency is altered by way of combination or
subdivision, the number of units of such currency in the Component shall be
proportionately divided or multiplied. After such conversion date if two or more
component currencies are consolidated into a single currency, the amounts of
those currencies as Components shall be replaced by an amount in such single
currency equal to the sum of the amounts of such consolidated component
currencies expressed in such single currency, and such amount shall thereafter
be a Component. If after such conversion date any component currency shall be
divided into two or more currencies, the amount of such currency as a Component
shall be replaced by amounts of such two or more currencies, each of which shall
be equal to the amount of such former component currency divided by the number
of currencies into which such component currency was divided, and such amounts
shall thereafter be Components.

     "Constituent Bank" means a Subsidiary which is a Bank.

     "Corporate Trust Office" means the corporate trust office of the Trustee
located in Wilmington, Delaware, at which at any particular time its corporate
trust business shall be principally administered, which office, at the date of
the execution of this Agreement, is located at 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

     "Corporation" includes corporations, associations, companies and business
trusts.

     "Coupon" means any interest coupon appertaining to a Bearer Security.

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

     "Euro" means the single currency of participating member states which was
introduced on January 1, 1999 at the commencement of the third stage of European
economic and monetary union pursuant to the Treaty establishing the European
Community as amended by the Treaty on European Union (and references during the
transitional period following the introduction of the Euro on January 1, 1999 up
to the end of the transitional period on December 31, 2001 to "Deutsche marks"
or "DM" and to "French francs" or "FFR" refer, in each case to the national
currency units of, respectively, Germany and France (being non-decimal
denominations of the Euro)).

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

                                       3

<PAGE>

     "Exchange Date" has the meaning specified in Section 3.04.

     "Exchange Rate" means (a) if pursuant to Section 3.12(a) payment is to be
made in U.S. dollars with respect to a Security denominated in a Foreign
Currency, the highest firm bid quotation for U.S. dollars received by the
Exchange Rate Agent at approximately 11:00 A.M., New York City time on the
second Business Day preceding the applicable payment date (or, if no such rates
are quoted on such date, the last date on which such rates were quoted), from
three recognized foreign exchange dealers in The City of New York selected by
the Exchange Rate Agent and approved by the Company (one of which may be the
Exchange Rate Agent) for the purchase by the quoting dealer, for settlement on
such payment date, of the aggregate amount of the Foreign Currency payable on
such payment date in respect of all Securities denominated in such Foreign
Currency and (b) if an Exchange Rate is to be computed for purposes of any
provision other than Section 3.12(a), the rate determined pursuant to the
foregoing clause (a) on such date and at such time as may be specified in the
relevant provision.

     In the case of clause (a) above, if no such bid quotations are available,
payments pursuant to Section 3.12(a) will be made in the applicable Foreign
Currency, unless such Foreign Currency is unavailable due to the imposition of
exchange controls (or, in the case of a composite currency, such currency ceases
to be used for the purposes for which it was established as provided in Section
3.12(d)) or other circumstances beyond the control of the Company, in which case
the Company will be entitled to make payments in U.S. dollars on the basis of
the Market Exchange Rate for such Foreign Currency.

     If for any reason any of the foregoing rates are not available with respect
to one or more Foreign Currencies for which an Exchange Rate is required, the
Company shall use the most recently available quotation of the Federal Reserve
Bank of New York, or quotations from one or more commercial banks in The City of
New York or in the country of issue of the Foreign Currency in question, or such
other quotations as the Company, in each case, shall deem appropriate; provided,
however, that if there is more than one market for dealing in any Foreign
Currency by reason of foreign exchange regulations or otherwise, the market to
be used for such quotations shall be the largest market upon which a nonresident
issuer of securities designated in such Foreign Currency would purchase such
Foreign Currency in order to make payments in respect of such securities.

     "Exchange Rate Agent" means the New York clearing house bank designated by
the Company to act as such for any series of Securities for that series (with
notice to the Trustee for that series), or any successor thereto, and may be the
Trustee for that series.

     "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
Securities, means a certificate signed by an officer of the Exchange Rate Agent
and delivered to the Company and to the Trustee, setting forth (i) the
applicable Market Exchange Rate or Exchange Rate and (ii) the U.S. dollar or
Foreign Currency amount of principal (and premium, if any) and interest payable
with respect to a Security of any series on the basis of the Market Exchange
Rate or Exchange Rate, as the case may be (on an aggregate basis and on the
basis of a Security having the lowest denomination principal amount pursuant to
Section 3.02 in the relevant currency).

     "Foreign Currency" means a currency issued by the government of any country
(other than a currency of the United States of America) or any composite
currency based on the aggregate value of currencies of any group of countries.

     "Foreign Government Obligations" has the meaning specified in Section 4.03.

     "Holder", when used with respect to any Security, means a Securityholder.

                                       4

<PAGE>

     "Indenture" means with respect to each series of Securities for which a
Person is acting as Trustee, this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 3.01 exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.

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

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

     "Judgment Currency" has the meaning specified in Section 1.15.

     "Market Exchange Rate" means (a) if pursuant to Section 3.12(d), payment is
to be made in U.S. dollars with respect to a Security denominated in a Foreign
Currency (other than a composite currency), the noon buying rate in The City of
New York for cable transfers of such Foreign Currency as certified by the
Federal Reserve Bank of New York on the second Business Day preceding the
applicable payment date and (b) if pursuant to Section 3.12(d) payment is to be
made in U.S. dollars with respect to a Security denominated in a composite
currency, for each Component of such composite currency, the Market Exchange
Rate determined pursuant to the foregoing clause (a) on the second Business Day
preceding the applicable payment date.

     In the event a Market Exchange Rate as described in clause (a) or (b) above
is not available, the Company will be entitled to make payments in U.S. dollars
pursuant to Section 3.12(d) on the basis of the most recently available Market
Exchange Rate for such Foreign Currency or each Component of such composite
currency, as the case may be.

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

     "Maturity Consideration" means securities, which may be issued by the
Company or another Person, or a combination of cash, such securities and/or
other property that may be delivered to Holders of Securities of any series to
satisfy the Company's obligations with regard to payment upon Maturity, or any
redemption or required repurchase or in connection with any exchange provisions,
or any interest payment.

     "New York Banking Day" has the meaning specified in Section 1.15.

     "New York Community Bank" means New York Community Bank, a New York
State-chartered savings bank.

     "Officers' Certificate" means a certificate signed by two Authorized
Officers, one of whom must be the principal financial officer, and delivered to
the Trustee. Each such certificate shall contain the statements set forth in
Section 1.02.

                                       5

<PAGE>

     "Opinion of Counsel" means a written opinion of counsel, who may (except as
otherwise expressly provided in this Indenture) be an employee of the Company,
and who shall be acceptable to the Trustee.

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

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

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

          (ii)    such Securities for whose payment or redemption money in
                  the necessary amount has been theretofore deposited with
                  the Trustee for such series or any Paying Agent in trust
                  for the Holders of such Securities; provided that, if
                  such Securities are to be redeemed, notice of such
                  redemption has been duly given pursuant to this Indenture
                  or provision therefor satisfactory to the Trustee has
                  been made; and

          (iii)   such Securities which have been paid pursuant to Section
                  3.06 or in exchange for or in lieu of which other
                  Securities have been authenticated and delivered pursuant
                  to this Indenture, other than any such Securities in
                  respect of which there shall have been presented to the
                  Trustee proof satisfactory to it that such Securities are
                  held by a protected purchaser (within the meaning of
                  Article 8 of the Uniform Commercial Code) in whose hands
                  such Securities are valid obligations of the Company,

provided, however, that in determining whether the Holders of the requisite
principal amount of such Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of Original Issue Discount Securities that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 5.02 and Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which are registered in the Security
Register in the name of the Company, any obligor stated to be so obligated on
such Securities or any Affiliate of the Company or such obligor which is listed
as such on an Officers' Certificate delivered to the Trustee for that series
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
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 Securities by the
Company or any other obligor upon the Securities or any Affiliate of the Company
or of such other obligor.

     "Paying Agent" means for any series any Person authorized by the Company to
pay or deliver the principal of (and premium, if any), Maturity Consideration or
interest on, any Securities of that series on behalf of the Company.

                                       6

<PAGE>

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

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where, subject to the provisions of Section 10.02, the
principal of (and premium, if any), Maturity Consideration and interest on the
Securities of that series are payable or deliverable as specified in accordance
with Section 3.01.

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

     "Principal Constituent Bank" means New York Community Bank or such other
Constituent Bank(s) of the Company that has total assets equal to 30% or more of
the Company's assets as may be designated from time to time, pursuant to a Board
Resolution and set forth in an Officers' Certificate, pursuant to the terms of
Section 3.01 hereof. If a Constituent Bank is designated as a Principal
Constituent Bank in connection with the Securities of any series, such Principal
Constituent Bank shall remain a Principal Constituent Bank until such time as
the Securities of such series are repaid.

     "Principal Paying Agent" means the Paying Agent designated as such by the
Company pursuant to Section 3.01 of this Indenture.

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

     "Redemption Price", when used with respect to any Security to be redeemed,
means the price or Maturity Consideration specified in such Security at which it
is to be redeemed pursuant to this Indenture.

     "Registered Security" means any Security in the form established pursuant
to Section 2.01 which is registered in the Security Register.

     "Regular Record Date" for the interest payable on any Security on any
Interest Payment Date means the date, if any, specified in such Security as the
"Regular Record Date".

     "Required Currency" means the currency in which principal of (and premium,
if any), Maturity Consideration and interest on a Security is payable pursuant
to Section 3.12.

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

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "Securityholder" means, in the case of a Registered Security, the Person in
whose name the Security is registered in the Security Register and, in the case
of a Bearer Security (or any temporary

                                       7

<PAGE>

global Security in bearer form), the bearer thereof and, when used with respect
to any coupon, the bearer thereof.

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

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

     "Specified Currency" means the currency in which the Securities of any
series are denominated.

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

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

     "Trustee" means the Person named as "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 Securities of
any series shall mean the Trustee with respect to the securities of that series.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended by the Trust Indenture Reform Act of 1990, as in force at the date as of
which this instrument was executed, except as provided in Section 9.05.

     "United States" means the United States of America (including the States
and the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

     "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 subsidiary 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" has the meaning specified in Section 4.03.

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

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

                                       8

<PAGE>

     Section 1.02 Compliance Certificates and Opinions.
                  ------------------------------------

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

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than annual certificates provided
pursuant to Section 10.10) shall include:

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

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

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

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

     Section 1.03 Form of Documents Delivered to Trustee.
                  --------------------------------------

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

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

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

                                       9

<PAGE>

     Section 1.04 Acts of Securityholders.
                  -----------------------

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

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

     (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 depository, 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 therein described; or such facts may be
proved by the certificate or affidavit of the Person holding such Bearer
Security, if such certificate or 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 any 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 action by the Holder of any Security shall bind every future Holder of
the same Security and the Holder of every Security issued upon the registration
of transfer thereof or in exchange therefor or in lieu thereof or the Holder of
any Predecessor Security, in respect of any action taken, suffered or omitted by
the Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security.

     (g) For purposes of determining the principal amount of Outstanding
Securities of any series, or if such Outstanding Securities are not payable at
Maturity for a fixed principal amount, the

                                       10

<PAGE>

issue price of Outstanding Securities of any series, the Securityholders of
which are required, requested or permitted to give any request, demand,
authorization, direction, notice, consent, waiver or take any other Act under
the Indenture, each Security denominated in a Foreign Currency shall be deemed
to have a principal amount or issue price determined by converting the principal
amount or issue price of such Security in the currency or currencies in which
such Security is denominated into U.S. dollars at the Exchange Rate(s) as of
9:00 A.M. New York City time as determined by an Exchange Rate Agent (as
evidenced by a certificate of such Exchange Rate Agent) on the date such Act is
delivered to the Trustee pursuant to Section 1.04(a). Any such determination by
the Company or an Exchange Rate Agent shall be conclusive and binding on the
Holders and the Trustee for such series, and neither the Company nor such
Exchange Rate Agent shall be liable therefor in the absence of bad faith.

     (h) The Company may, but shall not be obligated to, set a record date for
purposes of determining the identity of Holders entitled to vote or consent to
any action by vote or consent authorized or permitted under this Indenture,
which record date shall be the later of 10 days prior to the first solicitation
of such consent or the date of the most recent list of Holders furnished to the
Trustee pursuant to Section 7.01 of this Indenture prior to such solicitation.
If a record date is fixed, those persons who were Holders of Securities at such
record date (or their duly designated proxies), and only those persons, shall be
entitled to take such action by vote or consent or to revoke any vote or consent
previously given, whether or not such persons continue to be Holders after such
record date. No such vote or consent shall be valid or effective for more than
120 days after such record date.

     Section 1.05 Notices, etc., to Trustee and Company.
                  -------------------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Securityholders 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 Securityholder or by the Company shall be
          sufficient for every purpose hereunder if made, given, furnished or
          filed in writing to or with the Trustee and received at its Corporate
          Trust Office; or

     (2)  the Company by any Securityholder or the Trustee 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
          Indenture, or at any other address previously furnished in writing to
          the Trustee by the Company.

     Section 1.06 Notice to Securityholders; Waiver.
                  ---------------------------------

     Where this Indenture provides for notice to Holders of any series of
Securities of any event:

     (1)  such notice shall be sufficiently given (unless otherwise herein, or
          in such Security, expressly provided) if in writing and mailed,
          first-class postage prepaid, to each Holder of a Registered Security
          affected by such event, at his 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.

     (2)  such notice shall be sufficiently given to Holders of Bearer
          Securities if published in an Authorized Newspaper in The City of New
          York and, if the Securities of such series are then listed on The
          International Stock Exchange of the United Kingdom

                                       11

<PAGE>

          and the Republic of Ireland Limited and such stock exchange shall so
          require, in London and, if the Security of such series are then listed
          on the Luxembourg Stock Exchange and such stock exchange shall so
          require, in Luxembourg and, if the Security of such series are then
          listed on any other stock exchange and such stock exchange shall so
          require, in any other required city outside the United States or, if
          not practicable, elsewhere 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; it being understood that the Company shall notify the Trustee
          of any of the foregoing requirements a reasonable amount of time prior
          to the date on which such notice must be given (but in no event less
          than five Business Days).

     In case by reason of the suspension of regular mail service in the
applicable country or countries or by reason of any other case it shall be
impracticable to give such notice to Holders of Registered Securities by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder. In any case
where notice to Holders of Registered Securities is 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 of Bearer Securities given as provided
above.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the 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 waiver shall be the equivalent of such notice. Such
waivers of notice by Securityholders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

     Section 1.07 Language of Notices, Etc.
                  ------------------------

     Any request, demand, authorization, direction, notice, consent, or waiver
required or permitted under this Indenture shall be in the English language,
except that any published notice may be in an official language of the country
of publication, as may be specified in a form of Security or, in the absence of
such specification, as directed in writing by the Company.

     Section 1.08 Conflict with Trust Indenture Act.
                  ---------------------------------

     If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of
the Trust Indenture Act through operation of Section 318(c) thereof, such
imposed duties shall control.

     Section 1.09 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.

                                       12

<PAGE>

     Section 1.10 Successors and Assigns.
                  ----------------------

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

     Section 1.11 Separability Clause.
                  -------------------

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

     Section 1.12 Benefits of Indenture.
                  ---------------------

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

     Section 1.13 Governing Law.
                  -------------

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

     Section 1.14 Legal Holidays.
                  --------------

     In any case where any Interest Payment Date, Stated Maturity or Redemption
Date of any Security or any date on which any Defaulted Interest is proposed to
be paid or delivered shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of the Securities or this Indenture)
payment or delivery of the principal of (and premium, if any), Maturity
Consideration or interest on any Securities need not be made at such Place of
Payment on such date, but may be made on the next succeeding Business Day, or
such other Business Day as may be specified in an Officers' Certificate
delivered to the appropriate Trustee pursuant to Section 3.01 hereof, at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, Stated Maturity or Redemption Date or on the date on which
Defaulted Interest is proposed to be paid or delivered, and, if such payment or
delivery is made, no interest shall accrue on such payment or delivery for the
period from and after any such Interest Payment Date, Stated Maturity,
Redemption Date or on the date on which Defaulted Interest is proposed to be
paid or delivered, as the case may be.

     Section 1.15 Judgment Currency; Payment to Be in Proper Currency.
                  ---------------------------------------------------

     Each reference in any Security, or in the Board Resolution relating
thereto, to any currency shall be of the essence. Subject to Section 3.12(d),
the Company agrees, to the fullest extent that it may effectively do so under
applicable law, that (a) if for the purpose of obtaining judgment in any court
it is necessary to convert the sum or amount of Maturity Consideration due or
payable in respect of the principal of (and premium, if any), Maturity
Consideration or interest on the Securities of any series in a Specified
Currency into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the Exchange Rate (as determined
by the Exchange Rate Agent) as of 11:00 A.M. New York City time on the New York
Banking Day immediately preceding that on which final unappealable judgment is
given and (b) its obligations to make any payment or delivery of principal of
(and premium, if any), Maturity Consideration and interest on any Security (i)
shall not be discharged or satisfied by any tender by the Company, or recovery
by the Trustee, either pursuant to any judgment (whether or not entered in
accordance with subsection (a) above) or otherwise, in any currency other than
the Required Currency, except to the

                                       13

<PAGE>

extent that any such tender or recovery shall result in the Trustee timely
holding the full amount of the Required Currency then due and payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering, in the Required Currency, the
amount, if any, by which such timely holding shall fall short of the full amount
of the Required Currency so expressed to be then due and (iii) shall not be
affected by judgment being obtained for any other sum due under this Indenture.
For purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close. Except as permitted under Section 3.12(d), if any
such tender or recovery is in a currency other than the Required Currency, the
Trustee for the series may take such actions as it considers appropriate to
exchange such currency for the Required Currency; provided, however, that the
Trustee shall have no obligation to make any payment in any currency other than
the currency tendered to or recovered by such Trustee. The costs and risks of
any such exchange, including without limitation the risks of delay and exchange
rate fluctuation, shall be borne by the Company, and the Company shall remain
fully liable for any shortfall or delinquency in the full amount of the Required
Currency then due and payable, and in no circumstances shall the Trustee be
liable therefor. The Company hereby waives any defense of payment based upon any
such tender or recovery which is not in the Required Currency, or which, when
exchanged for the Required Currency by the Trustee, is less than the full amount
of the Required Currency then due and payable.

     Section 1.16 Moneys of Different Currencies to Be Segregated.
                  -----------------------------------------------

     The Trustee shall, to the extent required by law, segregate all moneys,
funds and accounts held by such Trustee hereunder in one currency from any
moneys, funds and accounts in any other currencies, notwithstanding any
provision herein which would otherwise permit such Trustee to commingle such
moneys, funds and accounts.

                                   ARTICLE II.

                                 SECURITY FORMS

     Section 2.01 Forms Generally.
                  ---------------

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 3.03 for the authentication and delivery of such
Securities. If temporary Securities of any series are issued in global form as
permitted by Section 3.04, the form thereof also shall be established as
provided in the preceding sentence.

     The Trustees' certificates of authentication shall be in substantially the
form set forth in this Article.

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any series of Securities, the Securities of each series shall be issuable in
registered form without coupons. If so provided as contemplated by Section 3.01,
the Securities of a series shall be issuable solely in bearer

                                       14

<PAGE>

form, or in both registered and bearer form. Unless otherwise specified as
contemplated by Section 3.01, Securities in bearer form shall have interest
coupons attached.

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

     Section 2.02 Form of Securities.
                  ------------------

     Each Security shall be in one of the forms approved from time to time by or
pursuant to a Board Resolution. Upon or prior to the delivery of a Security in
any such form to the Trustee for authentication, the Company shall deliver to
the Trustee the following:

     (1)  the Board Resolution by or pursuant to which such form of Security has
          been approved, certified by the Secretary or an Assistant Secretary of
          the Company;

     (2)  the Officers' Certificate required by Section 3.01 of this Indenture;

     (3)  the Company Order required by Section 3.03 of this Indenture; and

     (4)  the Opinion of Counsel required by Section 3.03 of this Indenture.

     Section 2.03 Form of Trustee's Certificate of Authentication.
                  -----------------------------------------------

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


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

                                  ARTICLE III.

                                 THE SECURITIES

     Section 3.01 Title and Terms.
                  ---------------

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued up to
the aggregate principal amount of Securities from time to time authorized by or
pursuant to a Board Resolution.

     The Securities may be issued in one or more series. All Securities of each
series issued under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time or times of the
authentication and delivery or Maturity of the Securities of such series. There
shall be established in or pursuant to a Board Resolution, and set forth in an
Officers' Certificate, reasonably acceptable

                                       15

<PAGE>

to the Trustee, or established in one or more indentures supplemental hereto,
prior to the issuance of Securities of any series,

     (1)  the title of the Securities, including CUSIP numbers, of the series
          (which shall distinguish the Securities of the series from all other
          Securities);

     (2)  the Trustee for the Securities of the series (which Trustee shall be
          the Trustee named herein or a successor Trustee appointed in
          accordance with the terms of this Indenture);

     (3)  any limit upon the aggregate principal amount of the Securities of the
          series which may be authenticated and delivered under this Indenture
          (except for securities authenticated and delivered upon registration
          of transfer of, or in exchange for, or in lieu of, other Securities of
          the series pursuant to this Article Three or Sections 9.06 or 11.07);

     (4)  the date or dates on which the principal or Maturity Consideration of
          the Securities of the series is payable or deliverable;

     (5)  the rate or rates, or the method to be used in ascertaining the rate
          or rates, at which the Securities of the series shall bear interest,
          if any, the date or dates from which such interest shall accrue, the
          Interest Payment Dates on which such interest shall be payable or
          deliverable and the Regular Record Date for the interest payable or
          deliverable on any Interest Payment Date;

     (6)  the place or places where, subject to the provisions of Section 10.02,
          the principal of (and premium, if any), Maturity Consideration and
          interest, if any, on Securities of the series shall be payable or
          deliverable;

     (7)  the office or offices or agency where the Registered Securities may be
          presented for registration of transfer or exchange and the place or
          places where notices and demands to or upon the Company in respect of
          the Securities of such series may be made;

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

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

     (10) the denominations in which Securities of the series shall be issuable;

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

     (12) (A) the currency of denomination of the Securities of the series,
          which may be in U.S. dollars or any Foreign Currency, (B) if such
          currency of denomination of such series is a composite currency other
          than the Euro, the agency or organization, if any,

                                       16

<PAGE>

          responsible for overseeing such composite currency and (C) if such
          Securities are denominated in a Foreign Currency, the financial center
          relative to such Foreign Currency;

     (13) the designation of the currency or currencies in which payment of the
          principal of (and premium, if any) and interest on the Securities of
          the series will be made (which shall be either U.S. dollars or the
          Foreign Currency in which such Security is denominated), and if in
          U.S. dollars on a Security denominated in a Foreign Currency, whether
          the Holders thereof may elect to have such payments made in such
          Foreign Currency;

     (14) if the Securities of the series are to be denominated in a Foreign
          Currency, the designation of an Exchange Rate Agent for purposes of
          determining the amounts payable or deliverable with respect to such
          Securities in U.S. dollars or a Foreign Currency and exchanging a
          Foreign Currency into U.S. dollars or U.S. dollars into a Foreign
          Currency, as the case may be;

     (15) if the amount of payments of principal of (and premium, if any),
          Maturity Consideration or interest, if any, on the Securities of the
          series may be determined with reference to an index based on a coin or
          currency other than that in which the Securities are stated to be
          payable or deliverable, the method or methods by which such amounts
          shall be determined;

     (16) the extent to which any of the Securities will be issuable in
          temporary or permanent global form, and the manner in which any
          interest payable or deliverable on a temporary or permanent global
          Security shall be paid or delivered;

     (17) any addition to or modification or deletion of any Event of Default or
          covenants of the Company with respect to the Securities of such series
          whether or not such Events of Default or covenants are consistent with
          the Events of Default or covenants set forth herein;

     (18) any covenant solely for the benefit of the Securities of the series;

     (19) the applicability of Section 4.03 of this Indenture to the Securities
          of the series;

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

     (21) whether, and the terms and conditions relating to when the Company may
          satisfy all or part of its obligations with regard to payment or
          delivery upon Maturity, or any redemption or required repurchase or in
          connection with any exchange provisions, or any interest payment, by
          paying or delivering Maturity Consideration to the Holders of the
          Securities; and

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

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

                                       17

<PAGE>

     At the option of the Company, interest on the Securities of any series that
bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

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

     Section 3.02 Denominations.
                  -------------

     The Securities of each series shall be issuable in such form and
denominations as shall be specified as contemplated by Section 3.01. In the
absence of any specification with respect to the Securities of any series, the
Registered Securities of such series shall be issuable only as Securities
without coupons in minimum denominations of $1,000 and any integral multiple of
$1,000 in excess thereof and the Bearer Securities of each series, if any, shall
be issuable with coupons and in denominations of $10,000 and $50,000.

     Section 3.03 Execution, Authentication, Delivery and Dating.
                  ----------------------------------------------

     The Securities shall be executed on behalf of the Company by its Chairman
of the Board, its Chief Executive Officer, its President, one of its Vice
Chairmen or one of its Vice Presidents, under its corporate seal reproduced
thereon attested by its Secretary or one of its Assistant Secretaries. The
signature of any or all of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Company's Chairman
of the Board, its Chief Executive Officer, its President, a Vice Chairman of the
Board, its Chief Financial Officer, one of its Executive Vice Presidents or the
Treasurer.

     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 Securities or
did not hold such offices at the date of such Securities.

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series, together with any
coupons appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities and such other documents as the Trustee may
reasonably request, and such Trustee in accordance with the Company Order and
subject to the provisions hereof shall authenticate and deliver such Securities
as provided in this Indenture and not otherwise; provided, however, that, in
connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and provided, further,
that a definitive Bearer Security may be delivered in connection with its
original issuance only if the Person entitled to receive such Bearer Security
shall have delivered to the Trustee, or such other Person as shall be specified
in a temporary global Security delivered pursuant to Section 3.04, a certificate
in the form required by Section 3.11(1).

     In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 6.01) shall be
fully protected in relying upon, an Opinion of Counsel complying with Section
1.02 and stating that:

     (a) the form of such securities has been established in conformity with the
provisions of this Indenture;

                                       18

<PAGE>

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

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

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

     The Trustee shall not be required to authenticate such Securities if the
issuance of such Securities pursuant to this Indenture will affect such
Trustee's own rights, duties or immunities under the Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to such
Trustee.

     Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if the
Trustee reasonably believes that it would be unable to perform its duties with
respect to such Securities.

     Each Registered Security shall be dated the date of its authentication; and
unless otherwise specified as contemplated by Section 3.01, each Bearer Security
and any temporary global Security referred to in Section 3.04 shall be dated as
of the date of issuance of such Security.

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

     Section 3.04 Temporary Securities.
                  --------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee for such series shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued in registered form 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 Securities may
determine, as evidenced by their execution of such Securities. In the case of
any series which may be issuable as Bearer Securities, such temporary Securities
may be in global form, representing such of the Outstanding Securities of such
series as shall be specified therein.

                                       19

<PAGE>

     Except in the case of temporary Securities in global form, each of which
shall be exchanged in accordance with the provisions of the following paragraph,
if temporary Securities of any series are issued, the Company will cause
definitive Securities of such series to be prepared without unreasonable delay.
After the preparation of definitive Securities, the temporary Securities of such
series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of
the Company in a Place of Payment for that series, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Securities of any
series the Company shall execute and the Trustee shall authenticate and deliver
in exchange therefor a like principal amount of definitive Securities of such
series of authorized denominations provided, however, that no definitive Bearer
Security shall be delivered in exchange for a temporary Registered Security; and
provided, further, that a definitive Bearer Security shall be delivered in
exchange for a temporary Bearer Security only in compliance with the conditions
set forth in Section 3.03. Until so exchanged the, temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

     If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided in such temporary
global Security, be delivered to the London office of a depository or common
depository (the "Common Depository"), as directed by the Company, for the
benefit of the operator of the Euroclear System ("Euroclear") and Clearstream
Banking, societe anonyme ("Clearstream"), for credit to the respective accounts
of the beneficial owners of such Securities (or to such other accounts as they
may direct). Upon receipt of a Company Order, the Trustee or any Authenticating
Agent shall authenticate such temporary global Security and make such indication
to reflect the initial principal amount, or an increase in the principal amount,
of Outstanding Securities represented thereby. Until such initial
authentication, such temporary global Security shall not evidence any obligation
of the Company. Such temporary global Security shall at any time represent the
aggregate principal amount of Outstanding Securities theretofore indicated
thereon as provided above, subject to reduction to reflect exchanges as
described below.

     Unless otherwise specified in such temporary global Security, and subject
to the second proviso in the following paragraph, the interest of a beneficial
owner of Securities in a series in a temporary global Security shall be
exchanged for definitive Securities of such series and of like tenor following
the Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to
Euroclear or Clearstream, as the case may be, a certificate in the form required
by Section 3.11(1), dated no earlier than fifteen days prior the Exchange Date,
copies of which certificate shall be available from the offices of Euroclear and
Clearstream, the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary
global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that the Company may
charge any Person receiving definitive Securities for the cost of insurance,
postage, transportation and the like in the event that such Person does not take
delivery of such definitive Securities in person at the offices of Euroclear or
Clearstream.

     Without unnecessary delay but in any event not later than one Business Day
prior to the date specified in, or determined pursuant to the terms of, any such
temporary global Security as the "Exchange Date" (the "Exchange Date"), the
Company shall deliver to the Trustee, or, if the Trustee appoints an
Authenticating Agent pursuant to Section 6.14, to any such Authenticating Agent,
definitive Securities in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company. Unless
otherwise specified as contemplated by Section 3.01, such definitive Securities
shall be in the form of Bearer Securities or Registered Securities, or any
combination thereof, as may be specified by the Company to the Trustee or any
such Authenticating Agent, as may be appropriate. On or after the Exchange Date,
such temporary global Security shall be surrendered by the Common Depository to
the Trustee or any such Authenticating

                                       20

<PAGE>

Agent, as the Company's agent for such purpose, to be exchanged, in whole or
from time to time in part, for definitive Securities without charge to the
Common Depository and the Trustee or any such Authenticating Agent shall
authenticate and deliver, in exchange for each portion of such temporary global
Securities, an equal aggregate principal amount of definitive Securities of the
same series, of authorized denominations and of like tenor as the portion of
such temporary global Security to be exchanged, which, except as otherwise
specified as contemplated by Section 3.01, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall be
specified by the beneficial owner thereof in a writing delivered to the Trustee;
provided, however, that, unless otherwise specified in such temporary global
Security, upon such presentation by the Common Depository, such temporary global
Security is accompanied by a certificate dated the Exchange Date or a subsequent
date and signed by Euroclear as to the portion of such temporary global Security
held for its account then to be exchanged and a certificate dated the Exchange
Date or a subsequent date and signed by Clearstream, as to the portion of such
temporary global Security held for its account then to be exchanged, each in the
form required by Section 3.11(2); and provided, further, that a definitive
Bearer Security shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the conditions set forth in Section
3.03.

     Upon any exchange of a portion of any such temporary global Security, the
Trustee or any such Authenticating Agent or the Common Depository, as the case
may be, shall indicate upon such temporary global Security, the amount of such
exchange to reflect the reduction of the principal amount evidenced thereby,
whereupon its remaining principal amount shall be reduced for all purposes by
the amount so exchanged. Until so exchanged in full, such temporary global
Security shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder, except that, unless otherwise specified as contemplated by Section
3.01, interest payable on such temporary global Security on an Interest Payment
Date for Securities of such series occurring prior to the applicable Exchange
Date shall be payable, without interest, to Euroclear and Clearstream on or
after such Interest Payment Date upon delivery by Euroclear and Clearstream to
the Trustee or such Authenticating Agent, as the case may be, of a certificate
or certificates in the form required by Section 3.11(3), for credit 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, as the case may
be, a certificate in the form required by Section 3.11(4).

     Section 3.05 Registration, Registration of Transfer and Exchange.
                  ---------------------------------------------------

     With respect to Registered Securities, the Company shall keep or cause to
be kept at the office of the Security Registrar designated pursuant to this
Section 3.05 or Section 10.02 a register (being the combined register of the
Security Registrar and all Co-Security Registrars and herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and the registration of transfers of Securities and
the Company shall appoint a Security Registrar, and any Co-Security Registrar as
may be appropriate, to keep the Security Register. The Trustee is hereby
initially appointed Security Registrar with respect to the series of Securities
for which it is acting as Trustee. Such Security Register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time. At all reasonable times the information contained in such
Security Register shall be available for inspection by the Trustee at the office
of the Security Registrar. In the event that any Registered Securities issued
hereunder have The City of New York as a Place of Payment, the Company shall
appoint either a Security Registrar or Co-Security Registrar located in The City
of New York.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company in a Place of Payment, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more

                                       21

<PAGE>

new Securities of the same series, of any authorized denominations and of a like
aggregate principal amount and Stated Maturity.

     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
denominations and of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Securityholder making the
exchange is entitled to receive.

     Registered Securities may not be exchanged for Bearer Securities. Bearer
Securities may not be exchanged for Bearer Securities of other authorized
denominations.

     At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, 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 appertaining thereto. 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 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 from the
Company; provided, however, that interest represented by coupons shall be
payable only upon presentation and surrender of those coupons at an office or
agency of a Paying Agent 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 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 for payment,
as the case may be.

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

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

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

     Unless otherwise provided in the Securities to be transferred or exchanged,
no service charge shall be made to the Holder for any registration of transfer
or exchange of Securities, but the Company may (unless otherwise provided in
such Securities) require payment of a sum sufficient

                                       22

<PAGE>

to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     None of the Company, the Security Registrar nor any Co-Security Registrar
shall be required (i) to issue, register the transfer of or exchange Securities
of any series during a period beginning at the opening of business 15 days
before the day of the mailing of a notice of redemption of Securities of that
series selected for redemption under Section 11.03 and ending at the close of
business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption of
Registered Securities of such series so selected for redemption, or (B) if
Securities of the series are issuable as Bearer Securities, the day of the first
publication of the relevant notice of redemption or, if Securities of the series
are also issuable as Registered Securities and there is no publication, the
mailing of the relevant notice of redemption, or (ii) to register the transfer
or exchange of any Securities so selected for redemption in whole or in part.

     Section 3.06 Mutilated, Destroyed, Lost and Stolen Securities.
                  ------------------------------------------------

     If (i) any mutilated Security or Security with a mutilated coupon,
surrendered to the Trustee or the Security Registrar, or if the Company, the
Trustee and the Security Registrar receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and (ii) there is
delivered to the Company, the Trustee and the Security Registrar 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, the Trustee or the Security Registrar that
such Security has been acquired by a protected purchaser (within the meaning of
Article 8 of the Uniform Commercial Code), the Company shall execute and upon
its request the Trustee shall authenticate and deliver, in lieu of any such
mutilated, destroyed, lost or stolen Security or in exchange for the Security to
which a destroyed, lost or stolen coupon appertains (with all appurtenant
coupons not destroyed, lost or stolen), a new Security of the same series and
Stated Maturity and of like tenor and principal amount, bearing a number not
contemporaneously outstanding and, if applicable, with coupons corresponding to
the coupons appertaining thereto.

     In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security or deliver the
Maturity Consideration deliverable thereon; provided, however, that payment of
principal of (and premium, if any), Maturity Consideration and any interest on
Bearer Securities shall be payable only at an office or agency located outside
the United States, and, in the case of interest, unless otherwise specified as
contemplated by Section 3.01, only upon presentation and surrender of the
coupons appertaining thereto.

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

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

                                       23

<PAGE>

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

     Section 3.07 Payment of Interest; Interest Rights Preserved.
                  ----------------------------------------------

     Unless otherwise provided, as contemplated by Section 3.01, interest on any
Registered Security which is payable or deliverable, and is punctually paid,
delivered or duly provided for, on any Interest Payment Date shall unless
otherwise provided in such Security be paid or delivered to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business of the Regular Record Date for such interest, provided,
however, that in the case of a Registered Security originally issued between a
Regular Record Date and the Interest Payment Date or on an Interest Payment Date
relating to such Regular Record Date, interest for the period beginning on the
date of issue and ending on such Interest Payment Date shall be paid or
delivered on the next succeeding Interest Payment Date to the Person in whose
name such Registered Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date with respect to
such succeeding Interest Payment Date. Unless otherwise specified as
contemplated by Section 3.01, 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 referred to in Section 3.05) 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 or deliverable on such Interest Payment Date in respect of the
Registered Security issued in exchange for such Bearer Security, but will be
payable or deliverable only to the Holder of such coupon when due in accordance
with the provisions of this Indenture.

     Any interest on any Registered Security of any series which is payable or
deliverable, but is not punctually paid, delivered or duly provided for, on any
Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease
to be payable or deliverable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid or
delivered 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 or delivery of any Defaulted
          Interest to the Persons in whose names any such 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 or delivery 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 or
          delivered on each Registered Security of such series and the date of
          the proposed payment or delivery, and at the same time the Company
          shall deposit with the Trustee an amount of money or other property
          equal to the aggregate amount proposed to be paid or delivered in
          respect of such Defaulted Interest or shall make arrangements
          satisfactory to the Trustee for such deposit prior to the date of the
          proposed payment or delivery, such money or other property when
          deposited to be held in trust for the benefit of the Persons entitled
          to such Defaulted Interest as provided in this clause. Thereupon the
          Trustee shall fix a Special Record Date for the payment or delivery of
          such Defaulted Interest which shall be not more than 15 days nor less
          than 10 days prior to the date of the proposed payment or delivery and
          not less than 10 days after the receipt by the Trustee of the notice
          of the proposed payment or delivery. The Trustee shall promptly notify
          the Company of such Special Record Date and, in the name and at the
          expense of the Company, shall cause notice of the proposed payment or
          delivery of such Defaulted Interest and the Special Record Date
          therefor to be mailed, first-class postage prepaid, to each Holder of
          Securities of such series at his address as it

                                       24

<PAGE>

          appears in the Security Register, not less than 10 days prior to such
          Special Record Date. Notice of the proposed payment or delivery of
          such Defaulted Interest and the Special Record Date therefor having
          been so mailed, such Defaulted Interest shall be paid or delivered to
          the Persons in whose names such 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 or deliverable 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 such office or agency on the related proposed date of payment or
          delivery of Defaulted Interest, such Bearer Security shall be
          surrendered without the coupon relating to such proposed date for
          payment or delivery and Defaulted Interest will not be payable or
          deliverable on such proposed date for payment or delivery 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 or delivery of any Defaulted Interest on
          the Securities of any series in any other lawful manner not
          inconsistent with the requirements of any securities exchange on which
          the Securities, with respect to which there exists such default, 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 or delivery pursuant to this Clause, such manner of payment
          shall be deemed practicable by such Trustee.

     Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of, or in exchange
for, or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

     Section 3.08 Persons Deemed Owners.
                  ---------------------

     Title to any Bearer Security, any coupons appertaining thereto and any
temporary global Security in bearer form shall pass by delivery.

     Prior to due presentment of a Security of any series for registration of
transfer of any Registered Security , the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment or
delivery of principal of (and premium, if any), Maturity Consideration in
respect of, and (subject to Section 3.07) interest on such Security and for all
other purposes whatsoever, whether or not such Security is 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
case may be, as the absolute owner of such Security or coupon for the purpose of
receiving payment thereof or on account thereof and for all other purposes
whatsoever, whether or not such 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.

                                       25

<PAGE>

     Section 3.09 Cancellation.
                  ------------

     All Securities and coupons surrendered for payment, registration of
transfer, exchange, repayment, redemption or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered
to the Trustee. All Securities so delivered or surrendered directly to the
Trustee for any such purpose, shall be promptly canceled by it. The Company may
at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and all Securities so delivered shall be promptly canceled by
the Trustee. No Securities shall be authenticated in lieu of or in exchange for
any Securities canceled as provided in this Section, except as expressly
permitted by this Indenture or such Securities. All canceled Securities or
coupons held by the Trustee shall be disposed of by the Trustee in accordance
with its customary procedures and the Trustee shall deliver a certificate of
such disposition to the Company, if requested by the Company in writing.

     Section 3.10 Computation of Interest.
                  -----------------------

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

     Section 3.11 Forms of Certification.
                  ----------------------

     (1)  Whenever any provision of this Indenture or the forms of Securities
          contemplate that certifications be given by a Person entitled to
          receive a Bearer Security, such certification shall be provided
          substantially in the form of Exhibit A hereto, with only such changes
          as shall be approved by the Company.

     (2)  Whenever any provision of this Indenture or the forms of Securities
          contemplate that certification be given by Euroclear and Clearstream
          in connection with the exchange of a portion of a temporary global
          Security, such certification shall be provided substantially in the
          form of Exhibit B hereto, with only such changes as shall be approved
          by the Company.

     (3)  Whenever any provision of the Indenture or the forms of Securities
          contemplate that certification be given by Euroclear and Clearstream
          in connection with payment of interest with respect to a temporary
          global Security prior to the related Exchange Date, such certification
          shall be provided substantially in the form of Exhibit C hereto, with
          only such changes as shall be approved by the Company.

     (4)  Whenever any provision of the Indenture or the forms of securities
          contemplate that certification be given by a beneficial owner of a
          portion of a temporary global Security in connection with payment or
          delivery of interest in respect to a temporary global Security prior
          to the related Exchange Date, such certification shall be provided
          substantially in the form of Exhibit D hereto, with only such changes
          as shall be approved by the Company.

     Section 3.12 Payment in Currencies.
                  ---------------------

     (a) Unless otherwise provided in Section 3.01 hereof, subject to subsection
(b) hereof, payment of the principal of (and premium, if any), Maturity
Consideration if the Maturity Consideration is to be satisfied by a cash payment
and interest on the Securities of any series, whether or not denominated in a
Foreign Currency pursuant to Section 3.01 shall be made in U.S.

                                       26

<PAGE>

dollars. If a series of Securities is denominated in a Foreign Currency, the
amount receivable in U.S. dollars by the Holders of such series shall be
determined as provided in Section 3.12(c).

     (b) If authorized pursuant to Section 3.01, any Holder of a Security of a
series of Securities denominated in a Foreign Currency may elect to receive
payments in the Foreign Currency in which such Security is denominated pursuant
to Section 3.01. A Holder may make such election by delivering to the Trustee a
written notice thereof, in such form as may be acceptable to such Trustee, not
later than the close of business on the Regular Record Date or Special Record
Date, as the case may be, immediately preceding the applicable Interest Payment
Date or the fifteenth day immediately preceding the Maturity of an installment
of principal, as the case may be. Such election shall remain in effect with
respect to such Holder until such Holder delivers to such Trustee a written
notice rescinding such election; provided, however, that any such notice must be
delivered to such Trustee not later than the close of business on the Regular
Record Date or Special Record Date, as the case may be, immediately preceding
the next Interest Payment Date or the fifteenth day immediately preceding the
Maturity of an installment of principal, as the case may be, in order to be
effective for the payment to be made thereon; and provided, further, that no
such rescission may be made with respect to payments to be made on any Security
with respect to which notice of redemption has been given by the Company
pursuant to Article Eleven. The Trustee will advise the Company, in writing, of
the aggregate amount payable in a Foreign Currency pursuant to an election under
this subsection (b).

     (c) For each series of securities denominated in a Foreign Currency, the
Exchange Rate Agent shall deliver to the Company and to the Trustee, by personal
delivery, telecopy, or other means reasonably acceptable to such Trustee and the
Company, not later than the close of business on the second Business Day prior
to the date each payment is required to be made with respect to the Securities
of such series, a copy of the Exchange Rate Officer's Certificate relating to
each such Foreign Currency. Payments in U.S. dollars pursuant to Section 3.12(a)
shall be equal to the sum obtained by converting the specified Foreign Currency,
which is to be paid in U.S. dollars pursuant to Section 3.12(a), at the
applicable Exchange Rate or Market Exchange Rate set forth in such Exchange Rate
Officer's Certificate.

     (d) If the Foreign Currency, other than a composite currency, in which a
series of Securities is denominated is not available to the Company for making
payment thereof due to the imposition of exchange controls or other
circumstances beyond the control of the Company, then with respect to each date
for the payment of principal of (and premium, if any) and interest on such
series of Securities occurring after the last date on which the Foreign Currency
was so used, all payments with respect to the Securities of any such series
shall be made in U.S. dollars. If payment is to be made in U.S. dollars to the
Holders of any such series of Securities pursuant to the provisions of the
preceding sentence, then the amount to be paid in U.S. dollars on a payment date
by the Company to the Trustee for the series and by such Trustee or any Paying
Agent to the Holders of Securities of such series shall be determined by an
Exchange Rate Agent and shall be equal to the sum obtained by converting the
specified Foreign Currency into U.S. dollars at the applicable Market Exchange
Rate set forth in an Exchange Rate Officer's Certificate.

     (e) All decisions and determinations of the Company or an Exchange Rate
Agent regarding the Exchange Rate, Market Exchange Rate or conversion of Foreign
Currency into U.S. dollars pursuant to Section 1.04(g) or this Subsection shall,
in the absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Company (in the case of a determination by an Exchange Rate
Agent), the Trustee for the series, any Paying Agent and all Holders of the
Securities of such series. If a Foreign Currency (other than a composite
currency) in which payment of a series of Securities may be made, pursuant to
subsection (a) above, is not available to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company, after learning thereof, will

                                       27

<PAGE>

give notice thereof to the Trustee promptly (and the Trustee promptly thereafter
will give notice to the Holders of such series of Securities denominated in a
Foreign Currency in the manner provided in Section 1.06) specifying the last
date on which such Foreign Currency was used for the payment of principal of
(and premium, if any), or interest on such series of Securities. In the event
any composite currency in which a Security is denominated or payable ceases to
be used for the purposes for which it was established or is not available due to
circumstances beyond the control of the Company, the Company, after learning
thereof, will give notice thereof to the Trustee for such Series promptly (and
the Trustee thereafter will give notice to the Holders of such series of
securities denominated in a Foreign Currency in the manner provided in Section
1.06). In the event of any subsequent change in any Component of any composite
currency in which a series of Securities is denominated or payable, the Company,
after learning thereof, will give notice to the Trustee for the series similarly
(and such Trustee promptly thereafter will give notice to the Holders in the
manner provided in Section 1.06). The Trustee shall be fully justified and
protected in reasonably relying and acting upon the information so received by
it from the Company and from any Exchange Rate Agent and shall not otherwise
have any duty or obligation to determine such information independently. The
Company agrees to appoint and maintain an Exchange Rate Agent as is necessary
for the performance of the obligations of the Exchange Rate Agent specified
herein.

     Section 3.13 CUSIP Numbers.
                  -------------

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

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

     Section 4.01 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
Securities herein expressly provided for and rights to receive payments thereon
and any right to receive additional amounts, as provided for Section 10.04), and
each Trustee, on demand of and at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

     (1)  either

          (A)  all Securities theretofore authenticated and delivered (other
               than (i) coupons appertaining to Bearer Securities surrendered
               for exchange for Registered Securities and maturing after such
               exchange, whose surrender is not required or has been waived as
               provided in Section 3.05, (ii) coupons appertaining to Bearer
               Securities called for redemption and maturing after the relevant
               Redemption Date, whose surrender has been waived as provided in
               Section 11.07, (iii) Securities and coupons which have been
               destroyed, lost or stolen and which have been replaced or paid as
               provided in Section 3.06, and (4) Securities for whose payment
               money or, if applicable, such other property constituting
               Maturity Consideration if determinable has

                                       28

<PAGE>

               theretofore been deposited in trust or segregated and held in
               trust by the Company and thereafter repaid to the Company or
               discharged from such trust, as provided in Section 10.03) have
               been delivered to the Trustee for cancellation; or

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

               (i)  have become due and payable, or

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

               (iii) are to be called for redemption within one year under
                    arrangements satisfactory to the appropriate Trustee for the
                    giving of notice of redemption by such Trustee in the name,
                    and at the expense, of the Company, and the Company, in the
                    case of (i), (ii) or (iii) above, has deposited or caused to
                    be deposited with such Trustee, as trust funds in trust for
                    the purpose, an amount (said amount to be immediately due
                    and payable to the Holders) sufficient to pay and discharge
                    the entire indebtedness on such Securities and coupons of
                    the relevant series not theretofore delivered to such
                    Trustee for cancellation, for principal (and premium, if
                    any) and interest to the date of such deposit (in the case
                    of Securities which have become due and payable) or to the
                    Stated Maturity or Redemption Date, as the case may be or,
                    if applicable, such other property constituting Maturity
                    Consideration if determinable; or

     (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 Section 6.07, the obligations of
the Company to any Authenticating Agent under Section 6.14 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 shall survive such satisfaction and discharge. The
Trustee may give notice to the Holders or Securities Outstanding of the
immediate availability of the amount referred to in clause (1) of this Section
4.01.

     In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of the Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. The effectiveness of any such instrument shall be conditioned
upon receipt of such instruments from the Trustee.

                                       29

<PAGE>

     Section 4.02 Application of Trust Money.
                  --------------------------

     Subject to the provisions of the last paragraph of Section 10.03, all
money, property, U.S. Government Obligations and Foreign Government Obligations
deposited with the Trustee pursuant to Sections 4.01 and 4.03 in respect of
Securities of a series shall be held in trust and applied by it, in accordance
with the provisions of such Securities, the coupons, if any, 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), Maturity
Consideration and interest for whose payment such money has been deposited with
the Trustee; unless otherwise specified herein, such money need not be
segregated from other funds except to the extent required by law.

     Section 4.03 Satisfaction, Discharge and Defeasance of Securities of Any
                  -----------------------------------------------------------
Series.
------

     If this Section 4.03 is specified, as contemplated by Section 3.01, to be
applicable to the Securities of any series, the Company shall be deemed to have
paid and discharged the entire indebtedness on all the Securities of any such
series at the time Outstanding, and, upon Company Request, the Trustee for the
series, at the expense of the Company, shall execute proper instruments supplied
by the Company acknowledging satisfaction, discharge and defeasance of such
indebtedness, when

     (1)  either

          (A)  with respect to all Securities of such series at the time
               Outstanding, the Company shall have deposited or caused to be
               deposited irrevocably with the Trustee as trust funds in trust,
               (i) in the case of Securities denominated in a Foreign Currency,
               money in such Foreign Currency or such Foreign Government
               Obligations (as defined below) of the government or governments
               issuing such Foreign Currency or a combination thereof, or (ii)
               in the case of Securities denominated in U.S. dollars, U.S.
               dollars or U.S. Government Obligations (as defined below) or a
               combination thereof, in each case, in an amount which, or which
               through the payment of interest, principal and premium, if any,
               in respect thereof in accordance with their terms will provide
               (without any reinvestment of such interest, principal or
               premium), not later than one Business Day before the due date of
               any payment in respect of the Securities for such series, money
               in an amount sufficient (in the case of a deposit including any
               U.S. Government Obligations or Foreign Government Obligations in
               the opinion of a nationally recognized firm of independent public
               accountants expressed in a written certification thereof
               delivered to such Trustee at or prior to the time of such
               deposit) to pay and discharge each installment of principal of
               (including any mandatory sinking fund payments), premium, if any,
               and interest on, the Outstanding Securities of such series on the
               dates such installments of principal (and premium, if any), and
               interest are due or the Stated Maturity or date of redemption of
               such series, if applicable; or

          (B)  the Company has properly fulfilled such other means of
               satisfaction and discharge as is specified, as contemplated by
               Section 3.01, to be applicable to the Securities of such series;

     (2)  the Company shall have delivered to the Trustee an Officers'
          Certificate certifying as to whether the Securities of such series are
          then listed on the New York Stock Exchange;

                                       30

<PAGE>

     (3)  if the Securities of such series are then listed on the New York Stock
          Exchange, the Company shall have delivered to the Trustee an Opinion
          of Counsel to the effect that the Company's exercise of its option
          under this Section would not cause such Securities to be delisted;

     (4)  no Event of Default or event (including such deposit) which, with
          notice or lapse of time, or both, would become an Event of Default
          with respect to the Securities of such series shall have occurred and
          be continuing on the date of such deposit as evidenced to such Trustee
          in an Officers' Certificate delivered to such Trustee concurrently
          with such deposit;

     (5)  the Company shall have paid or caused to be paid all other sums
          payable with respect to the Securities of such series at the time
          outstanding;

     (6)  such deposit will not result in a breach or violation of, or
          constitute a default under, this Indenture or any other agreement or
          instrument to which the Company is a party or by which it is bound;

     (7)  the Company shall have delivered to the Trustee an Opinion of Counsel
          to the effect that Holders of the Securities of such series will not
          recognize income, gain or loss for Federal income tax purposes as a
          result of the Company's exercise of its option under this Section 4.03
          and will be subject to Federal income tax on the same amount and in
          the manner and at the same times as would have been the case if such
          option had not been exercised, and, in the case of the Securities of
          such series being discharged, accompanied by a ruling to that effect
          received from, or published by, the Internal Revenue Service;

     (8)  the Company shall have delivered to the Trustee for the series an
          Officers' Certificate and an Opinion of Counsel, each stating that
          such satisfaction, discharge and defeasance is authorized or permitted
          by this Indenture and that all conditions precedent herein provided
          for relating to the satisfaction, discharge and defeasance of the
          entire indebtedness on all Securities of any such series at the time
          Outstanding have been complied with; and

     (9)  the Company has delivered to the Trustee an Opinion of Counsel to the
          effect that immediately following the deposit described in clause (1)
          above neither the Company nor the Trust held by the Trustee shall be
          an "investment company" or a company "controlled" by an "investment
          company" within the meaning of the Investment Company Act of 1940.

     "U.S. Government Obligations" means securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case, under
clauses (i) or (ii) are not callable or redeemable at the option of the issuer
thereof.

     "Foreign Government Obligations" means securities denominated in a Foreign
Currency that are (i) direct obligations of a foreign government for the payment
of which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of a
foreign government the payment of which is unconditionally guaranteed as a full
faith and credit obligation by such foreign government, which, in either case,
under clauses (i) or (ii) are not callable or redeemable at the option of the
issuer thereof.

                                       31

<PAGE>

     Any deposits with the Trustee for the series referred to in Sections 4.01
and 4.03(l)(A) above shall be irrevocable and shall be made under the terms of
an escrow trust agreement in form and substance reasonably satisfactory to the
Trustee. If any Securities of a series with respect to which a deposit has been
made pursuant to Sections 4.01 and 4.03(l)(A) at the time outstanding are to be
redeemed prior to their Stated Maturity, whether pursuant to any optional
redemption provisions or in accordance with any mandatory sinking fund
requirement, the applicable escrow trust agreement shall provide therefor and
the Company shall make such arrangements as are satisfactory to the Trustee for
the series for the giving of notice of redemption by the Trustee for the series
in the name, and at the expense, of the Company. If the Securities of such
series are not to become due and payable at their Stated Maturity or upon call
for redemption within one year of the date of deposit, then the Company shall
give, promptly after the date of such deposit, notice of such deposit to the
Holders of Securities of such series.

     Upon the satisfaction of the conditions set forth in this Section 4.03 with
respect to all the Securities of any series at the time Outstanding, the terms
and conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company (except as to any surviving rights of conversion or
registration of transfer or exchange and rights relating to mutilated,
destroyed, lost and stolen Securities pursuant to Section 3.06 of Securities of
such series expressly provided for herein or in the form of Security of such
series); provided, that the Company shall not be discharged from any payment
obligations in respect of Securities of such series which are deemed not to be
Outstanding under clause (iii) of the definition thereof if such obligations
continue to be valid obligations of the Company under applicable law; and
provided, further, 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 entire indebtedness on all Securities of
such series shall not be discharged and in such event the Trustee shall return
such deposited funds or obligations as it is then holding to the Company on
Company Request.

     Section 4.04 Repayment to Company.
                  --------------------

     After the payment in full of the entire indebtedness of a series of
Securities with respect to which a deposit has been made with the Trustee
pursuant to Section 4.03, such Trustee and any Paying Agent for such series
shall upon Company Request promptly return to the Company any money, U.S.
Government Obligations or Foreign Government Obligations held by them that are
not required for the payment of the principal of (and premium, if any), and
interest on the Securities of such series.

     Section 4.05 Reinstatement.
                  -------------

     If the Trustee is unable to apply any money, U.S. Government Obligations or
Foreign Government Obligations in accordance with Section 4.03 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 4.03 until such time as the Trustee is permitted to apply all such
money, U.S. Government Obligations or Foreign Government Obligations in
accordance with Section 4.03.

                                       32

<PAGE>

                                   ARTICLE V.

                                    REMEDIES

     Section 5.01 Events of Default.
                  -----------------

     "Event of Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the supplemental indenture under which such series of
Securities is issued or in the form of Security for such series:

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

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

     (3)  default in the delivery or payment of Maturity Consideration when due;
          or

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

     (5)  default 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 dealt with or which has expressly been included
          in this Indenture solely for the benefit of series of Securities other
          than that series), and continuance of such default or breach for a
          period of 60 days after there has been given, for such series 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 Securities of that series a written notice
          specifying such default or breach and requiring it to be remedied and
          stating that such notice is a "Notice of Default" hereunder; or

     (6)  an event of default, as defined in any mortgage, indenture (including
          this Indenture), trust agreement or other instrument securing,
          evidencing or providing for any indebtedness of the Company or any
          Principal Constituent Bank as a result of which indebtedness of the
          Company or such Principal Constituent Bank in excess of $5,000,000
          aggregate principal amount shall be or become due and payable prior to
          the date on which the same would otherwise become due and payable and
          such acceleration shall not have been annulled or rescinded within 30
          days of notice of such acceleration to the Company or such Principal
          Constituent Bank;

     (7)  the entry by a court having jurisdiction in the premises of (A) a
          decree or order for relief in respect of the Company or any Principal
          Constituent Bank in an involuntary case or proceeding under any
          applicable Federal or State bankruptcy, insolvency, reorganization or
          other similar law or (B) a decree or order appointing a custodian,
          receiver, liquidator, assignee, trustee, sequestrator or other similar
          official of the Company or any Principal Constituent Bank or of any
          substantial part of its property, or ordering the winding up or
          liquidation of its affairs, and the continuance of any

                                       33

<PAGE>

          such decree or order for relief or any such other decree or order
          unstayed and in effect for a period of 60 consecutive days; or

     (8)  the commencement by the Company or any Principal Constituent Bank of a
          voluntary case or proceeding under any applicable Federal or State
          bankruptcy, insolvency, reorganization or other similar law or of any
          other case or proceeding to be adjudicated a bankrupt or insolvent, or
          the consent by any of the foregoing to the entry of a decree or order
          for relief in an involuntary case or proceeding under any applicable
          Federal or State bankruptcy, insolvency, reorganization or other
          similar law or to the commencement of any bankruptcy or insolvency
          case or proceeding, or the filing by any of the foregoing of a
          petition or answer or consent seeking reorganization or relief under
          any applicable Federal or State law, or the consent by any of the
          foregoing to the filing of such petition or to the appointment of or
          taking possession by a custodian, receiver, liquidator, assignee,
          trustee, sequestrator or similar official of the Company or any
          Principal Constituent Bank or of any substantial part of the property
          of any, or the making by any of the foregoing of an assignment for the
          benefit of creditors, or the admission by any of the foregoing in
          writing of its inability to pay its debts generally as they become
          due, or the taking of corporate action by the Company or any Principal
          Constituent Bank in furtherance of any such action; or

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

     Section 5.02 Acceleration of Maturity; Rescission and Annulment.
                  --------------------------------------------------

     If an Event of Default specified in Section 5.01(1), (2), (3), (4), (5),
(6) or (9) with respect to any series of Securities for which there are
Securities Outstanding occurs and is continuing, then, and in every such case,
the Trustee or the Holders of not less than 25% in principal amount or, if such
Securities are not payable at Maturity for a fixed principal amount, 25% of the
aggregate issue price of the Outstanding Securities of that series may declare
the principal amount or Maturity Consideration (or, if the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series to be immediately due and payable or deliverable, by a notice in
writing to the Company (and to the Trustee if given by Securityholders), and
upon any such declaration the same shall become immediately due and payable or
deliverable. If an Event of Default specified in Section 5.01(7) or (8) with
respect to any series of Securities for which there are Securities Outstanding
occurs, then, and in every such case, the principal amount or Maturity
Consideration (or, if the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of that series) and all unpaid interest of all of the Securities of that
series shall be immediately due and payable or deliverable without any
declaration or other act on the part of the Trustee or any Holder of any
Security of such series.

     At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money or other property due or deliverable has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount or, if such Securities are not payable at Maturity for a
fixed principal amount, the aggregate issue price of the Outstanding Securities
of that series, by written notice to the Company and the Trustee, may rescind
and annul such declaration and its consequences if

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

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

                                       34

<PAGE>

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

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

          (D)  all sums paid or advanced by the Trustee hereunder, the Security
               of any series Registrar, the Co-Security Registrar for such
               series and any Paying Agent and the reasonable compensation,
               expenses, disbursements and advances of any one of them and their
               agents and counsel; and

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

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

     Section 5.03 Collection of Indebtedness and Suits for Enforcement by
                  -------------------------------------------------------
Trustee.
-------

     The Company covenants that if

     (1)  default is made in the payment of any installment of interest on any
          Security 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 or delivery of the principal of (or
          premium, if any, on) or the delivery of the Maturity Consideration of
          any Security of any series at the Maturity thereof,

the Company will, upon demand of the Trustee, pay or deliver to it, for the
benefit of the Holder of any such Security, the whole amount or other property
then due and payable or deliverable on any such Security for principal (and
premium, if any), Maturity Consideration and interest on and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any), Maturity Consideration and on any overdue
installments of interest, at the rate or rates prescribed therefor by the terms
of any such Security, and, in addition thereto, such further amount as shall be
sufficient to cover the reasonable costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel and any other amounts due the Trustee under
Section 6.07.

     If the Company fails to pay or deliver such amounts and/or other
consideration forthwith upon such demand, such Trustee, in its own name and as
trustee of an express trust, may institute a judicial proceeding for the
collection of the sums or other property so due and unpaid or not delivered, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys or other property adjudged or decreed to be payable or deliverable in the
manner provided by law out of the property of the Company or any other obligor
upon such Securities, wherever situated.

     If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the Holders

                                       35

<PAGE>

of Securities of such series by such appropriate judicial proceedings as such
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

     Section 5.04 Trustee May File Proofs of Claim.
                  --------------------------------

     In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal or Maturity
Consideration of the Securities shall then be due and payable or deliverable 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 (and premium, if any), or delivery of the Maturity Consideration and
interest) shall be entitled and empowered (but shall have no duty), by
intervention in such proceeding or otherwise,

     (i)  to file and prove a claim for the whole amount of principal (and
          premium, if any), Maturity Consideration and interest owing and unpaid
          or undelivered in respect of the Securities of each series and to file
          such other papers or documents as may be necessary or advisable in
          order to have the claims of such Trustee (including any claim for the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee, its agents and counsel and any other amounts due the Trustee
          under Section 6.07) and of the Securityholders allowed in such
          judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Securityholder to make such payments or deliveries to the Trustee and, in
the event that the Trustee shall consent to the making of such payments or
deliveries directly to the Securityholders, to pay to the Trustee any amount due
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.07.

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

     Section 5.05 Trustee May Enforce Claims Without Possession of Securities.
                  -----------------------------------------------------------

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

                                       36

<PAGE>

     Section 5.06 Application of Money or Other Property Collected.
                  ------------------------------------------------

     Any money or other property collected by the Trustee with respect to a
series of Securities 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 or other property on account of principal (or
premium, if any), Maturity Consideration or interest upon presentation of the
Securities of such series or coupons appertaining thereto, if any, 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 payment of all amounts due such Trustee under Section 6.07.

     SECOND: To the payment of the amounts then due and unpaid upon the
Securities of such series and coupons for principal of (and premium, if any),
Maturity Consideration and interest, respectively. Subject to Section 3.12(d),
the Security Holders of each series of Securities denominated in a Foreign
Currency shall be entitled to receive a ratable portion of the amount determined
by an Exchange Rate Agent by converting the principal amount Outstanding of such
series of Securities in the currency in which such series of Securities is
denominated into U.S. dollars at the Exchange Rate (as determined by the
Exchange Rate Agent, as of the date of declaration of acceleration of the
Maturity of the Securities (or, if there is no such rate on such date for the
reasons specified in Section 3.12(d), such rate of the date specified in such
section).

     THIRD: The balance if any, to the persons entitled thereto.

     Section 5.07 Limitation on Suits.
                  -------------------

     No Holder of any 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 Securities of that
          series;

     (2)  the Holders of not less than 25% in principal amount or, if such
          Securities are not payable at Maturity for a fixed principal amount,
          the aggregate issue price of the Outstanding Securities of that series
          shall have made written request to the Trustee to institute
          proceedings in respect of such Event of Default in its own name as
          Trustee hereunder;

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

     (4)  such 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 or, if such Securities are not payable at Maturity
          for a fixed principal amount, the aggregate issue price of the
          Outstanding Securities of that series;

it being understood and intended that no one or more Holders of Securities of
such series shall have any right in any manner whatever by virtue of, or by
availing of, any provision of this Indenture to

                                       37

<PAGE>

affect, disturb or prejudice the rights of any other Holders of Securities of
such series or Holders of any other series, 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 Holders of Securities of such series.

     Section 5.08 Unconditional Right of Securityholders to Receive Principal,
                  ------------------------------------------------------------
Premium, Maturity Consideration and Interest.
--------------------------------------------

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

     Section 5.09 Restoration of Rights and Remedies.
                  ----------------------------------

     If the Trustee or any Holder of a Security or coupon 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.

     Section 5.10 Rights and Remedies Cumulative.
                  ------------------------------

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

     Section 5.11 Delay or Omission Not Waiver.
                  ----------------------------

     No delay or omission of the Trustee or of any Holder of any 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 5.12 Control by Holders.
                  ------------------

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

                                       38

<PAGE>

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

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

     (3)  such direction is not unduly prejudicial to the rights of Holders of
          such series not taking part in such direction, and

     (4)  subject to the provisions of Section 6.01, 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 Officers of the Trustee,
          determine that the proceeding so directed would involve personal
          liability.

     Section 5.13 Waiver of Past Defaults.
                  -----------------------

     Subject to Section 5.02, the Holders of not less than a majority in
principal amount, or if such Securities are not payable at Maturity for a fixed
principal amount, the aggregate issue price of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series waive
any past default hereunder with respect to such series and its consequences,
except a default not theretofor cured,

     (1)  in the payment or delivery of the principal of (or premium, if any),
          Maturity Consideration or interest on any Security of such series, or

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

     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 the Securities of such series under this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

     Section 5.14 Undertaking for Costs.
                  ---------------------

     All parties to this Indenture agree, and each Holder of any Security by 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 and
expenses, 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
Company, to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount, or if such Securities are not payable at Maturity for a
fixed principal amount, the aggregate issue price of the Outstanding Securities
of any series, or to any suit instituted by any Holder of Securities or coupons
for the enforcement of the payment of the principal of (or premium, if any),
Maturity Consideration or interest on any Security or payment of any coupon on
or after the Stated Maturity or Maturities expressed in such Security or coupon
(or, in the case of redemption, on or after the Redemption Date).

                                       39

<PAGE>

     Section 5.15 Waiver of Stay or Extension Laws.
                  --------------------------------

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

                                   ARTICLE VI.

                                   THE TRUSTEE

     Section 6.01 Certain Duties and Responsibilities.
                  -----------------------------------

     (a) Except during the continuance of an Event of Default with respect to
any series of Securities,

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

     (2)  in the absence of bad faith on its part, the Trustee may conclusively
          rely, as to the truth of the statements and the correctness of the
          opinions expressed therein, upon certificates or opinions furnished to
          the Trustee and conforming to the requirements of this Indenture; but
          in the case of any such certificates or opinions which by any
          provision 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.

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

     (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;

     (3)  the Trustee shall not be liable with respect to any action taken,
          suffered or omitted to be taken by it in good faith in accordance with
          the direction of the Holders of a majority in principal amount or, if
          such Securities are not payable at Maturity for a fixed principal
          amount, the aggregate issue price of

                                       40

<PAGE>

          the Outstanding Securities of any 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 Securities of such series;
          and

     (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 6.02 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 the Securities of any
series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Security Register, notice of
such default hereunder, 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), Maturity Consideration or interest on any
Security of such series, or in the payment of any sinking fund installment with
respect to Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the Holders of Securities of such series; and provided, further,
that in the case of any default of the character specified in Section 5.01(5)
with respect to Securities of such series, no such notice to Holders shall be
given until at least 30 days after the occurrence thereof. For the purpose of
this Section, the term "default" with respect to Securities of any series, means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series.

     Section 6.03 Certain Rights of Trustee.
                  -------------------------

     Subject to the provisions of Section 6.01:

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

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

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

                                       41

<PAGE>

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

     (e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have offered
to the Trustee security or indemnity satisfactory 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, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;

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

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

     (i) the Trustee shall not be deemed to have notice or knowledge of any
default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or 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; and

     (j) 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.

     Section 6.04 Not Responsible for Recitals or Issuance of Securities.
                  ------------------------------------------------------

     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof. The Trustee shall not be
responsible for the use or application of any monies received by any Paying
Agent other than the Trustee.

     Section 6.05 May Hold Securities.
                  -------------------

     The Trustee, any Authenticating Agent, any Paying Agent, the Security
Registrar, any Co-Registrar or any other agent of the Company, in its individual
or any other capacity, may become the owner or pledgee of Securities and,
subject to Sections 6.08 and 6.13, may otherwise deal with the

                                       42

<PAGE>

Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar, Co-Registrar or such
other agent.

     Section 6.06 Money or Other Property Held in Trust.
                  -------------------------------------

     Subject to Section 1.16, money or other property held by the Trustee or any
Paying Agent in trust hereunder need not be segregated from other funds or other
property except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money or other
property received by it hereunder except as otherwise agreed in writing with the
Company.

     Section 6.07 Compensation and Reimbursement.
                  ------------------------------

     The Company agrees

     (1)  to pay each of the Trustee, any Co-Trustee, the Security Registrar,
          any Co-Security Registrar, the Authenticating Agent, and any Paying
          Agent, as the case may be, from time to time such compensation as
          shall be agreed in writing between the Company and each of them
          (as applicable) for all services rendered by them hereunder (which
          compensation shall not be limited by any provision of law in regard to
          the compensation of a trustee of an express trust);

     (2)  to pay to or to reimburse each of the Trustee, any Co-Trustee, the
          Security Registrar, any Co-Security Registrar, the Authenticating
          Agent, and any Paying Agent, as the case may be, upon their request
          for all reasonable expenses, disbursements and advances incurred or
          made by any one of them in accordance with any provision of this
          Indenture (including the reasonable compensation and the expenses and
          disbursements of their agents and counsel), except any such expense,
          disbursement or advance as may be attributable to their negligence or
          bad faith;

     (3)  to indemnify each of the Trustee, any Co-Trustee, the Security
          Registrar, any Co-Security Registrar, the Authenticating Agent, and
          any Paying Agent, and any predecessor of each of them, as the case may
          be, for, and to hold each of them harmless against, any and all loss,
          liability, damage, claim or expense, including taxes (other than taxes
          based on the income of each of them) incurred without negligence or
          bad faith on the part of such entity, arising out of or in connection
          with the acceptance or administration of the trust or trusts
          hereunder, including the costs and expenses of defending themselves
          against any claim (whether asserted by the Company, a Holder or any
          other Person) or liability in connection with the exercise or
          performance of any of their powers or duties hereunder; and

     (4)  as security for the performance of the obligations of the Company
          pursuant to this Section 6.07, the Company and the Holders agree that
          the Trustee for the Securities of any series shall have a lien prior
          to the Securities of all such series upon all property and funds held
          or collected by the Trustee as such.

     The obligations of the Company under this Section shall survive the
resignation or removal of the Trustee and satisfaction and discharge of this
Indenture.

     When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.01(7) or Section 5.01(8), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar law.

                                       43

<PAGE>

     Section 6.08 Disqualification; Conflicting Interests.
                  ---------------------------------------

     The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded this
Indenture with respect to Securities of any particular series of Securities
other than that series.

     Nothing herein shall prevent the Trustee from filing with the Securities
and Exchange Commission the application referred to in the second to last
paragraph of Section 310(b) of the Trust Indenture Act.

     Section 6.09 Corporate Trustee Required; Eligibility.
                  ---------------------------------------

     There shall at all times be a Trustee with respect to each series of
Securities hereunder which shall at all times be either

          (i)  a Corporation organized and doing business under the laws of the
               United States of America, any State thereof or the District of
               Columbia, authorized under such laws to exercise corporate trust
               powers, and subject to supervision or examination by federal,
               state or District of Columbia authority; or

          (ii) a Corporation or other Person organized and doing business under
               the laws of a foreign government that is permitted to act as
               Trustee pursuant to a rule, regulation or order of the
               Commission, authorized under such laws to exercise corporate
               trust powers, and subject to supervision or examination by
               authority of such foreign government or a political subdivision
               thereof substantially equivalent to supervision or examination
               applicable to United States institutional trustees, in either
               case having a combined capital and surplus of at least
               $50,000,000.

     If such Corporation or national banking association 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 or national
banking association 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 shall serve as trustee for the Securities
of any series issued hereunder. If at any time the Trustee with respect to any
series of Securities 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 6.10 Resignation and Removal; Appointment of Successor.
                  -------------------------------------------------

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

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

                                       44

<PAGE>

Company, any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

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

     (d) If at any time:

     (1)  the Trustee shall fail to comply with Section 310(b) of the Trust
          Indenture Act with respect to any series of Securities after written
          request therefor by the Company or by any Securityholder who has been
          a bona fide Holder of a Security of any series for at least six
          months; or

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

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

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

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

                                       45

<PAGE>

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

     Section 6.11 Acceptance of Appointment by Successor.
                  --------------------------------------

     (a) In case of the appointment hereunder of a successor Trustee with
respect to any series of Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee or Trustees an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee or Trustees shall become
effective with respect to all or any such series as to which it is resigning as
Trustee, 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 or Trustees with respect to all or any such series; but,
on the request of the Company or the successor Trustee, such retiring Trustee or
Trustees shall, upon payment of its charges and all amounts owing under Section
6.07, execute and deliver an instrument transferring to such successor Trustee
all the rights, powers, and trusts of the retiring Trustee or Trustees; and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee or Trustees hereunder with respect to
all or any such series.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any notice
given to, or received by, or any act or failure to act on the part of any other
Trustee hereunder, 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, such retiring Trustee shall with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates have no further responsibility for the exercise
of rights and powers or for the performance of the duties and obligations vested
in the Trustee under this Indenture, and each such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee, to
the extent contemplated by such supplemental indenture, all property and money
held by such retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates.

                                       46

<PAGE>

     (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 with respect to a series of Securities shall
accept its appointment unless at the time of such acceptance such successor
Trustee shall be qualified and eligible with respect to such series under this
Article.

     Section 6.12 Merger, Conversion, Consolidation or Succession to Business of
                  --------------------------------------------------------------
Trustee.
-------

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

     Section 6.13 Preferential Collection of Claims Against Company.
                  -------------------------------------------------

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act
with respect to each series of Securities for which it is Trustee.

     Section 6.14 Appointment of Authenticating Agent.
                  -----------------------------------

     At any time when any of the Securities of any series remain Outstanding the
Trustee may appoint an Authenticating Agent or Agents with respect to any such
series of Securities, which may include any Affiliate of the Company. Such
Authenticating Agent or Agents, at the option of the Trustee, shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by a
Trustee or a Trustee's certificate of authentication or the delivery of
Securities to the Trustee for authentication, such reference shall be deemed to
include authentication and delivery on behalf of a Trustee by an Authenticating
Agent, a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent, and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent and delivery of Securities to the
Authenticating Agent on behalf of the Trustee. Each Authenticating Agent shall
be acceptable to the Company and shall at all times be a corporation or national
banking association organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus as most recently reported or determined by it sufficient under the laws
of any jurisdiction under which it is organized and in which it is doing
business to conduct a trust business, and which is otherwise authorized under
such laws to conduct such business and is subject to supervision or examination
by federal or state authority. Notwithstanding the foregoing, an Authenticating
Agent located outside the United States may be appointed by the Trustee if
previously approved in writing by the Company and if such Authenticating Agent
has a combined capital and surplus as most recently reported or determined by it
sufficient under the laws of any jurisdiction under which it is organized and in
which it is doing

                                       47

<PAGE>

business to conduct a trust business. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section,
such Authenticating Agent shall resign immediately in the manner and with the
effect specified in this Section.

     The Trustee shall initially act as Authenticating Agent for each series of
Securities issued hereunder.

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

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time (and upon
request by the Company shall) terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the Company.
Upon receiving such a notice of resignation or upon such a termination, or in
case at any time such Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve, as their names and addresses appear in the
Security Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section.

     The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

     The provisions of Sections 3.08, 6.04, 6.05 and 6.07 shall be applicable to
each Authenticating Agent.

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

                                       48

<PAGE>

     This is one of the Securities of the series provided for under the
within-mentioned Indenture.

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


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

                                         As Authenticating Agent


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

                                         Authorized Officer

                                  ARTICLE VII.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01 Company to Furnish Trustee Names and Addresses of Holders.
                  ---------------------------------------------------------

     The Company will furnish or cause to be furnished to the Trustee for each
series

     (a) semiannually, not more than 15 days after each Regular Record Date, a
list, in such form as the Trustee may reasonably require, containing the names
and addresses of the Holders of Registered Securities as of such Regular Record
Date; and

     (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list of similar form
and content as of the date not more than 15 days prior to the time such list is
requested to be furnished, except that no such lists need be furnished so long
as the Trustee is in possession thereof by reason of its acting as Security
Registrar for such series.

     Section 7.02 Preservation of Information; Communications to Holders.
                  ------------------------------------------------------

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

     (b) If three or more Holders of Securities of any series (herein referred
to as "applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of Securities of such series or with the Holders of all Securities with
respect to their rights under this Indenture or under such 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

          (i)  afford such applicants access to the information preserved at the
               time by the Trustee in accordance with Section 7.02(a); or

                                       49

<PAGE>

          (ii) inform such applicants as to the approximate number of Holders of
               Securities of such series or all 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 7.02(a), and
               as to the approximate cost 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 of a Security of such series or all Holders of 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 7.02(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 interest of the Holders
of Securities of such series or all Securities, as the case may be, or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Holders of Securities with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise, the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

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

     Section 7.03 Reports by Trustee.
                  ------------------

     (a) The term "reporting date", as used in this Section, shall be May 15 of
each year, commencing with the later of May 15, 2002 or the first May 15 after
the first issuance of Securities of a series for which the Trustee is acting as
Trustee pursuant to this Indenture. Within 60 days after the reporting date in
each year, the Trustee shall transmit by mail to all Holders of Registered
Securities as provided in Section 313(c) of the Trust Indenture Act, as their
names and addresses appear in the Security Register, a brief report dated as of
such reporting date if required by Section 313(a) of the Trust Indenture Act.

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

                                       50

<PAGE>

     Section 7.04 Reports by Company.
                  ------------------

     The Company shall:

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

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

     (3)  transmit by mail to all Holders of Securities, as their names and
          addresses appear in the Security Register, within 30 days after the
          filing thereof with the Trustee, such summaries of any information,
          documents and reports required to be filed by the Company pursuant to
          paragraphs (1) and (2) of this Section 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 rely exclusively on Officers' Certificates).

                                  ARTICLE VIII.

                  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

     Section 8.01 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:

     (1)  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 State thereof or the
          District of Columbia and shall expressly assume, by an indenture
          supplemental hereto, executed and delivered to the Trustee, in form
          satisfactory to the Trustee, the due and punctual payment or delivery
          of the principal of (and

                                       51

<PAGE>

          premium, if any), Maturity Consideration and interest on [(including
          all additional amounts, if any, payable pursuant to Section 10.04)]
          all the Securities and the performance of every covenant of this
          Indenture on the part of the Company to be performed or observed;

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

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

provided, that, the provisions of this Section 8.01 may be changed as to any
series of Securities if and to the extent provided in an Officer's Certificate
delivered pursuant to Section 3.01 establishing the terms of such series of
Securities.

     Section 8.02 Successor Corporation Substituted.
                  ---------------------------------

     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance or transfer 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
corporation had been named as the Company herein. In the event of any such
conveyance or transfer, the Company as the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and may be
dissolved, wound up and liquidated at any time thereafter.

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

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

                                       52

<PAGE>

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without Consent of Securityholders.
                  ----------------------------------------------------------

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

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

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

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

     (4)  to add to or change any of the provisions of this Indenture to provide
          that Bearer Securities may be registered as to principal, to change or
          eliminate any restrictions on the payment of principal of (or premium,
          if any), Maturity Consideration 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 the
          issuance of Securities in uncertificated form, provided any such
          action shall not adversely affect the interests of the Holders of
          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 shall become effective
          only when there is no Security Outstanding of any series created prior
          to the execution of such supplemental indenture which is adversely
          affected by such change in or elimination of such provision; or

                                       53

<PAGE>

     (6)  to convey, transfer, assign, mortgage or pledge any property to or
          with the Trustee; or

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

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

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

     (10) to supplement any of the provisions of this Indenture to such extent
          as shall be necessary to permit or facilitate the defeasance and
          discharge of any series of Securities pursuant to Section 4.01 and
          4.03; provided in each case that any such action shall not adversely
          affect the interests of Holders of Securities of such series and any
          related coupons or any other series of Securities in any material
          respect; or

     (11) to provide for conversion rights of the Holders of Securities of any
          series to enable such Holders to convert such Securities into other
          securities of the Company.

     Section 9.02 Supplemental Indentures with Consent of Securityholders.
                  -------------------------------------------------------

     With the consent of the Holders of not less than 66 2/3% in principal
amount or, if such Securities are not payable at Maturity for a fixed principal
amount, 66 2/3% of the aggregate issue price of the Outstanding Securities of
all series affected by such supplemental indenture or indentures (acting as one
class) , by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of each such series and any related coupons under this Indenture;
provided, however, that no such supplemental indenture shall, without the
consent of the Holders of each Outstanding Security affected thereby,

     (1)  change the Stated Maturity of the principal of, or the Stated Maturity
          of any installment of principal of or interest (or premium, if any) or
          any Maturity Consideration on any Outstanding Security, or reduce the
          principal amount or Maturity Consideration thereof or premium, if
          any, thereon) or the rate of interest thereon or change the
          obligation of the Company to pay additional amounts pursuant to
          Section 10.04 (except as contemplated by Section 8.01(1) and permitted
          by Section 9.01, or reduce the amount of the principal of an Original
          Issue Discount Security that would be due and payable upon a
          declaration of acceleration of the Maturity thereof pursuant to
          Section 5.02, or change the method of calculating interest thereon or
          to any Place of Payment where, or the coin or currency unit or other
          property in which, any Outstanding Security (or premium, if any,
          thereon) or the interest thereon is payable or deliverable, or impair
          the right to institute suit for

                                       54

<PAGE>

          the enforcement of any such payment or delivery on or after the Stated
          Maturity thereof (or, in the case of redemption, on or after the
          Redemption Date); or

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

     (3)  modify any of the provisions of this Section, Section 5.13 or Section
          10.11, except to increase any such percentage or to provide that
          certain other provisions of this Indenture cannot be modified or
          waived without the consent of the Holder of each Outstanding Security
          affected thereby; provided, however, that this clause shall not be
          deemed to require the consent of any Holder with respect to changes in
          the references to "the Trustee" and concomitant changes in this
          Section and Section 10.11 or the deletion of this proviso, in
          accordance with the requirements of Sections 6.11(b) and 9.01(8).

     (4)  change any obligations of the Company to maintain an office or agency
          in the places and for the purposes specified in Section 10.02; or

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

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

     Section 9.03 Execution of Supplemental Indentures.
                  ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
in addition to the documents required by Section 1.02, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
and complies with this Indenture and has been duly authorized, executed and
delivered and is enforceable in accordance with its terms. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which
affects such Trustee's own rights, duties or immunities under this Indenture or
otherwise.

     Section 9.04 Effect of Supplemental Indentures.
                  ---------------------------------

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

                                       55

<PAGE>

     Section 9.05 Conformity with Trust Indenture Act.
                  -----------------------------------

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

     Section 9.06 Reference in Securities to Supplemental Indentures.
                  --------------------------------------------------

     Securities 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 Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by such Trustee in exchange for
Outstanding Securities of such series.

                                   ARTICLE X.

                                   COVENANTS

     Section 10.01 Payment of Principal, Premium, if any, the Maturity
                   ---------------------------------------------------
Consideration and Interest.
--------------------------

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the principal of (and
premium, if any), Maturity Consideration and interest (if any) on the Securities
of such series [and any additional amounts described in Section 10.04] in
accordance with the terms of the Securities of such series, any coupons
appertaining thereto and this Indenture. Unless otherwise specified as
contemplated by Section 3.01 with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable or
deliverable only outside the United States upon presentation and surrender of
the several coupons for such interest installments as are evidenced thereby as
they severally mature. Any payment by the Company to a Paying Agent hereunder
shall be made in the applicable currency or currencies in which the respective
payments are required to be made.

     Section 10.02 Maintenance of Office or Agency.
                   -------------------------------

     If Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment or delivery of Maturity Consideration, where Securities of that
series may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be served. The Company will give prompt written
notice to the Trustee of the location, and of any change in the location, of
such office or agency. If Securities of a series may be issuable as Bearer
Securities, the Company will maintain an office or agency where any Securities
of that series may be presented or surrendered for payment (A) in the Borough of
Manhattan, The City of New York, or (B) In The City of Wilmington, Delaware, (c)
where any Securities of that series may be surrendered for registration or
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be served, (D) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States, an office or agency where Securities of that
series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to Section 10.04); provided, however, that if the Securities of
that series are listed on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited or the Luxembourg Stock Exchange or any
other stock exchange

                                       56

<PAGE>

located outside the United States and such stock exchange shall so require, the
Company will maintain a Paying Agent for the Securities of that series in London
or Luxembourg or any other required city located outside the United States, as
the case may be, so long as the Securities of that series are listed on such
exchange, and (E) subject to any laws or regulations applicable thereto, in a
Place of Payment for such series located outside the United States an office or
agency where any Registered Securities of that series may be surrendered for
registration of transfer, where Securities of that series may be surrendered for
exchange and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The Company will
give prompt written notice to the Trustee of the location, and any change in the
location, of 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 such Trustee, except that
the 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 10.04) at the place
specified for the purpose as contemplated by Section 3.01, and the Company
hereby appoints such Trustee as its agent to receive all such presentations,
surrenders, notices and demands (other than those with respect to the Bearer
Securities), Notwithstanding any other provisions, to the contrary, the Company
at its option may make payment of principal (and premium if any), and interest
with respect to Registered Securities by check mailed to the address of the
Person entitled thereto, as such address appears on the registry books of the
Company.

     No payment or delivery of principal, premium, Maturity Consideration 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.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes specified above in this Section and may
from time to time rescind such designations; provided, however, that no such
designation, appointment or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in each Place of Payment for
Securities of any series for such purposes. The Company will give prompt written
notice to the Trustee for such series of any such designation or rescission and
of any change in the location of any such other office or agency. Unless and
until the Company rescinds such appointment, the Company hereby appoints the
Trustee, acting through its Corporate Trust Office, as its Paying Agent in The
City of New York, or in The City of Wilmington, Delaware with respect to all
series of Securities having a Place of Payment in The City of New York, or in
The City of Wilmington, Delaware.

     Section 10.03 Money or Other Property for Securities Payments and
                   ---------------------------------------------------
Deliveries to Be Held in Trust.
------------------------------

     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any), Maturity Consideration or interest on any of
the Securities of such series, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum or other property sufficient to pay or
deliver the principal (and premium, if any), Maturity Consideration or interest
so becoming due until such sums or other property shall be paid or delivered to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of its action or failure so to act. If the Company chooses to
act as its own Paying Agent, the Company shall notify the Trustee 15 Business
Days prior to such action.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to the opening of business on each due date of the
principal of (and premium, if any), Maturity Consideration or interest on any
Securities of such series, deposit with a Paying Agent a

                                       57

<PAGE>

sum or other property sufficient to pay or deliver the principal (and premium,
if any), Maturity Consideration or interest so becoming due, such sum or other
property to be held in trust for the benefit of the Persons entitled to such
principal (and premium, if any), Maturity Consideration or interest, and (unless
such Paying Agent is the Trustee) the Company will promptly notify the Trustee
of its action or failure so to act.

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

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

     (2)  give the Trustee notice of any default by the Company (or any other
          obligor upon the Securities of such series) in the making of any
          payment or delivery of principal (and premium, if any), Maturity
          Consideration or interest on the Securities of such series; and

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

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

     Any money or other property deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment or delivery of the
principal of (and premium, if any), Maturity Consideration or interest in any
Security of any series and remaining unclaimed for two years after such
principal (and premium, if any), Maturity Consideration or interest has become
due and payable or deliverable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid
or delivered to the Company on Company request, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment or delivery thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money or other property, 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 or delivery, may at the expense of the Company cause to be published
once, in an Authorized Newspaper in each Place of Payment, notice that such
money or other property remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money or other property then remaining will be
repaid or delivered to the Company.

     Section 10.04 Additional Amounts.
                   ------------------

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto additional

                                       58

<PAGE>

amounts as 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 to, any Security of any series or payment of any related
coupon or the net proceeds received on the sale or exchange of any Securities of
any series, such mention shall be deemed to include mention of the payment of
additional amounts provided for in this Section to the extent that, in such
context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment of
additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where such
express mention is not made.

     If the Securities of a series provided for the payment of additional
amounts, at least 15 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which a payment or delivery of
principal (and premium, if any) or Maturity Consideration is made), and at least
15 days prior to each date of payment or delivery of principal of (and premium,
if any) or Maturity Consideration 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 or delivery of principal of (and premium, if any) or Maturity
Consideration or interest on the Securities of that series shall be made to
Holders of Securities of that series or any related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the 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
or deliveries to such Holders of Securities or coupons and the Company will pay
to the Trustee or such Paying Agent the additional amounts required by this
Section. The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against any loss, liability or expense reasonably
incurred without negligence or bad faith on their part arising out of or in
connection with actions taken or omitted by any of them in reliance on any
Officers' Certificate furnished pursuant to this Section.

     Section 10.05 Corporate Existence.
                   -------------------

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

     Section 10.06 Maintenance of Properties.
                   -------------------------

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

                                       59

<PAGE>

     Section 10.07 Payment of Taxes and Other Claims.
                   ---------------------------------

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

     Section 10.08 Limitation on Sale or Issuance of Capital Stock of Certain
                   ----------------------------------------------------------
Subsidiaries.
------------

     Except as set forth below, the Company will not sell, assign, pledge,
transfer or otherwise dispose of, or permit the issuance of, or permit a
Subsidiary to sell, assign, pledge, transfer or dispose of, any shares of Voting
Stock of any Subsidiary, or any securities convertible into or options, warrants
or rights to subscribe for or purchase shares of Voting Stock of any Subsidiary,
which is:

     (a) A Principal Constituent Bank; or

     (b) A Subsidiary which owns shares of Voting Stock or any securities
convertible into or options, warrants or rights to subscribe for or purchase
shares of Voting Stock of a Principal Constituent Bank;

     provided, however, that nothing in this Section shall prohibit any
dispositions made by the Company or any Subsidiary (i) acting in a fiduciary
capacity for any person other than the Company or any Subsidiary, or (ii) to the
Company or any of its wholly owned (except for directors' qualifying shares)
Subsidiaries. Notwithstanding the foregoing, sales, assignments, pledges,
transfers, issuances or other dispositions of shares of Voting Stock or
securities convertible into or options, warrants or rights to subscribe for or
purchase shares of Voting Stock of a corporation referred to in Clause (a) or
(b) above may be made where:

          (i)     the sales, assignments, pledges, transfers, issuances or
                  other dispositions are made, in the minimum amount
                  required by law, to any Person for the purpose of the
                  qualification of such Person to serve as a director; or

          (ii)    the sales, assignments, pledges, transfers, issuances or
                  other dispositions are made in compliance with an order
                  of a court or regulatory authority of competent
                  jurisdiction; or

          (iii)   the sales, assignments, pledges, transfers, issuances or
                  other dispositions are made in connection with a merger
                  or consolidation of a Principal Constituent Bank with or
                  into a wholly owned Subsidiary or a Constituent Bank, if,
                  after such merger or consolidation with such Constituent
                  Bank, the Company owns, directly or indirectly, not less
                  than the percentage of Voting Stock of the surviving
                  entity of such transaction as it owned of such Principal
                  Constituent Bank prior to such transaction; or

                                       60

<PAGE>

          (iv)    the sales, assignments, pledges, transfers, issuances or
                  other dispositions are for fair market value (as
                  determined by the Board of Directors of the Company,
                  which determination shall be conclusive and evidenced by
                  a Board Resolution) and, after giving effect to such
                  disposition, the Company and its wholly owned (except for
                  directors' qualifying shares) Subsidiaries, will own
                  directly not less than 80% of the Voting Stock of such
                  Principal Constituent Bank or Subsidiary; or

          (v)     a Principal Constituent Bank sells additional shares of
                  Voting Stock to its stockholders at any price, if, after
                  such sale, the Company owns, directly or indirectly, not
                  less than the percentage of Voting Stock of such
                  Principal Constituent Bank it owned prior to such sale;
                  or

          (vi)    a pledge is made or a lien is created to secure loans or
                  other extensions of credit by a Constituent Bank subject
                  to Section 23A of the Federal Reserve Act.

     Section 10.09 Limitation Upon Liens on Certain Capital Stock.
                   ----------------------------------------------

     Except as provided in Section 10.08, the Company will not at any time,
directly or indirectly, create, assume, incur or suffer to be created, assumed
or incurred or to exist any mortgage, pledge, encumbrance or lien or charge of
any kind upon (1) any shares of capital stock of any Principal Constituent Bank
(other than directors' qualifying shares), or (2) any shares of capital stock of
a Subsidiary which owns capital stock of any Principal Constituent Bank;
provided, however, that, notwithstanding the foregoing, the Company may incur or
suffer to be incurred or to exist upon such capital stock (a) liens for taxes,
assessments or other governmental charges or levies which are not yet due or are
payable without penalty or of which the amount, applicability or validity is
being contested by the Company in good faith by appropriate proceedings and the
Company shall have set aside on its books adequate reserves with respect thereto
(segregated to the extent required by generally accepted accounting principles),
or (b) the lien of any judgment, if such judgment shall not have remained
undischarged, or unstayed on appeal or otherwise, for more than 60 days.

     Section 10.10 Statement as to Compliance.
                   --------------------------

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year, commencing with the first calendar year following the issuance
of Securities of any series under this Indenture, a brief certificate, which
need not comply with Section 1.02, signed by the principal executive officer,
the principal financial officer or the principal accounting officer of the
Company, covering the period from the date of issuance of such Securities to the
end of the calendar year in which such Securities were issued, in the case of
the first such certificate, and covering the preceding calendar year in the case
of each subsequent certificate stating, as to each signer thereof, that

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

     (2)  to the best of his knowledge, based on such review, (a) the Company
          has complied with all conditions and covenants on its part contained
          in this Indenture throughout such year, or, if there has been a
          default by the Company in the performance, observance or fulfillment
          of any such condition or covenant, specifying each such default known
          to him and the nature and status thereof, and (b) no event has
          occurred

                                       61

<PAGE>

          and is continuing which is, or after notice or lapse of time or both
          would become, an Event of Default, or, if such an event has occurred
          and is continuing, specifying each such event known to him and the
          nature and status thereof.

     For the purpose of this Section 10.10, compliance shall be determined
without regard to any grace period or requirement of notice provided pursuant to
the terms of this Indenture.

     Section 10.11 Waiver of Certain Covenants.
                   ---------------------------

     The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 10.05 to 10.09, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 50% in principal amount, or if such Securities are not
payable at Maturity for a fixed principal amount, 50% of the aggregate issue
price, of the Outstanding Securities of such series shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company in respect of any such term, provision or condition shall remain
in full force and effect.

     Section 10.12 Calculation of Original Issue Discount.
                   --------------------------------------

     The Company shall file with the Trustee promptly at the end of each
calendar year (i) a 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.

     Section 10.13 Statement by Officers as to Default.
                   -----------------------------------

     The Company shall deliver to the Trustee, as soon as possible and in any
event within five days after the Company becomes aware of the occurrence of any
Event of Default or an event which, with notice or the lapse of time or both,
would constitute an Event of Default, an Officers' Certificate setting forth the
details of such Event of Default or default and the action which the Company
proposes to take with respect thereto.

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

     Section 11.01 Applicability of Article.
                   ------------------------

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

     Section 11.02 Election to Redeem; Notice to Trustee.
                   -------------------------------------

     The election of the Company to redeem any Securities redeemable at the
option of the Company shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date and
of the principal amount or amount of Maturity Consideration of Securities of
such series

                                       62

<PAGE>

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

     Section 11.03 Selection by Trustee of Securities to Be Redeemed.
                   -------------------------------------------------

     If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, on a pro rata basis, by lot or
by such method as such Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions of the principal amount or
issue price of Securities of such series or a denomination equal to or larger
than the minimum authorized denomination for Securities of that series. Unless
otherwise provided by the terms of the Securities of any series the
denominations of the Securities so selected for partial redemption shall be, in
the case of Registered Securities, equal in value to $1,000 or an integral
multiple of $1,000 in excess thereof, or, in the case of Bearer Securities,
equal to $10,000 or $50,000, and the principal amount of any such Securities
which remains outstanding shall not be less than the minimum authorized
denomination for Securities of such series.

     The Trustee shall promptly notify the Company, the Security Registrar and
the Co-Trustee, if any, in writing of the Securities selected for redemption
and, in the case of any Securities selected for partial redemption, the
principal amount or Maturity Consideration thereof to be redeemed.

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

     Section 11.04 Notice of Redemption.
                   --------------------

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register, or, in the case of Bearer Securities the manner provided in
Section 1.06.

     All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

     (1)  the Redemption Date;

     (2)  the Redemption Price;

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

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

     (5)  the place or places where such Securities, together in the case of
          Bearer Securities with all remaining coupons appertaining thereto, if
          any, maturing after the Redemption Date, are to be surrendered for
          payment of the Redemption Price; and

                                       63

<PAGE>

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

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

     Section 11.05 Deposit of Redemption Price.
                   ---------------------------

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

     Section 11.06 Securities Payable on Redemption Date.
                   -------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such 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 Securities for redemption in
accordance with said notice, such Securities shall be paid by the Company at the
Redemption Price; provided, however, that installments of interest on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 3.01, only upon
presentation and surrender of coupons for such interest. 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 Securities, or one or
more Predecessor Securities, registered as such on the close of business on the
relevant Regular Record Dates according to their terms and the provisions of
Section 3.07.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate borne by such Security, or as
otherwise provided in such Security.

     Section 11.07 Securities Redeemed in Part.
                   ---------------------------

     Any Security which is to be redeemed only in part shall be surrendered at
the office or agency of the Company in a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and such Trustee shall authenticate and deliver to the
Holder of such Security without service charge to the Holder, a new Security or
Securities of the same Series and Stated Maturity, 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 Security
so surrendered.

                                       64

<PAGE>

                                  ARTICLE XII.

                                  SINKING FUNDS

     Section 12.01 Applicability of Article.
                   ------------------------

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

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

     Section 12.02 Satisfaction of Sinking Fund Payments with Securities.
                   -----------------------------------------------------

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

     Section 12.03 Redemption of Securities for Sinking Fund.
                   -----------------------------------------

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying (i) the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, (ii) the portion thereof,
if any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 (such Security to be credited, or proof of
ownership thereof by the Company satisfactory to the Trustee, to be delivered
together with the Officers' Certificate), and (iii) that none of such Securities
has theretofore been so credited and stating the basis for such credit, and will
also deliver to the Trustee any Securities to be so delivered. Not less than 30
days before each sinking fund payment date, the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.03 and cause notice of the redemption thereof to be
given in the name of and at the expense of the Company in the manner provided in
Section 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.06 and 11.07.

                                       65

<PAGE>

                                  ARTICLE XIII.

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     Section 13.01 Exemption from Individual Liability.
                   -----------------------------------

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security or coupon, or for any claim based thereon or
otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation, either directly or through the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations of the Company, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company or of any successor
corporation, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or coupons or implied
therefrom; and that any and all such personal liability, either at common law or
in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director, as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Securities or coupons or implied therefrom, are
hereby expressly waived and released as a condition of, and as a consideration
for, the execution of this Indenture and the issuance of the Securities.

                                  ARTICLE XIV.

                                  MISCELLANEOUS

     Section 14.01 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 instrument.

                                       66

<PAGE>

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

                                            NEW YORK COMMUNITY BANCORP, INC.


                                            By

                                            Title:


                                            WILMINGTON TRUST COMPANY, as Trustee


                                            By

                                            Title:

                                       67

<PAGE>

                                    EXHIBIT A

                       FORM OF CERTIFICATE TO BE GIVEN BY
                     PERSON ENTITLED TO RECEIVE BEARER NOTE
                                   CERTIFICATE

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

     This is to certify that the above-captioned Securities are not being
acquired by or on behalf of a United States person, or, if a beneficial interest
in the Securities is being acquired by or on behalf of a United States person,
that such United States person is a financial institution within the meaning of
Section 1.165-12(c)(1)(v) of the United States Treasury regulations which agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, and the regulations thereunder. If the
undersigned is a dealer, the undersigned agrees to obtain a similar certificate
from each person entitled to delivery of any of the above-captioned Securities
in bearer form purchased from it; provided, however, that, if the undersigned
has actual knowledge that the information contained in such a certificate is
false, the undersigned will not deliver a Security in temporary or definitive
bearer form to the person who signed such certificate notwithstanding the
delivery of such certificate to the undersigned.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities in bearer form as to all of such Securities.

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:                       , 20
       ----------------------    --

                            [Name of Person Entitled to Receive Bearer Security]


                            ------------------------------------
                            (Authorized Signatory)

                                        1

<PAGE>

                                    EXHIBIT B

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
                 CLEARSTREAM IN CONNECTION WITH THE EXCHANGE OF
                      A PORTION OF A TEMPORARY GLOBAL NOTE
                                   CERTIFICATE

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

     This is to certify with respect to $              principal amount of the
                                         -------------
above-captioned Securities (i) that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto, and (ii) that we are not
submitting herewith for exchange any portion of the temporary global Security
representing the above-captioned Securities excepted in such certificates.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

Dated:                       , 20
       ----------------------    --

[To be dated no earlier than the Exchange Date]

                                  [Euroclear Bank, S.A./N.V., as Operator of the
                                  Euroclear System] [Clearstream Banking, S.A.]


                                  By:
                                     ----------------------------------

                                        1

<PAGE>

                                    EXHIBIT C

                FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR AND
            CLEARSTREAM TO OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

             [Insert title or sufficient description of Securities]

     This is to certify that, as of the Interest Payment Date on [Insert Date],
the undersigned, which is a holder of an interest in the temporary global
Security representing the above Securities, is not a United States person.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     We confirm that the interest payable on such Interest Payment Date will be
paid to each of the persons appearing in our records as being entitled to
interest to be paid on the above date from whom we have received a written
certification dated not earlier than 15 days prior to such Interest Payment date
to the effect that the beneficial owner of such portion with respect to which
interest is to be paid on such date either is not a United States person or is a
United States person which is a financial institution which has provided an
Internal Revenue Service Form W-9 or is an exempt recipient as defined in United
States Treasury Regulations ss. 1.6049-4(c)(1)(ii). We undertake to retain
certificates received from our member organizations in connection herewith for
four years from the end of the calendar year in which such certificates are
received.

                                        1

<PAGE>

                                    EXHIBIT D

             FORM OF CERTIFICATE TO BE GIVEN BY BENEFICIAL OWNERS TO
                    OBTAIN INTEREST PRIOR TO AN EXCHANGE DATE
                                   CERTIFICATE

             [Insert title or sufficient description of Securities]

     This is to certify that as of the date hereof, no portion of the temporary
global Security representing the above-captioned Securities and held by you for
our account is beneficially owned by a United States person or, if any portion
thereof held by you for our account is beneficially owned by a United States
person, such United States person is a financial institution within the meaning
of Section 1.165-12(c)(1)(v) of the United States Treasury regulations which
agrees to comply with Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986 and the regulations thereunder, and certifies that either it has
provided an Internal Revenue Service Form W-9 or is an exempt recipient as
defined in Section 1.6049-4(c)(1)(ii) of the United States Treasury regulations.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source, and "United States" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction.

     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the Interest Payment Date on [Insert Date] as to any
such portion of such temporary global Security.

                                        1

<PAGE>

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:                       , 20
       ----------------------    --

[To be dated no earlier than 15 days prior to the Exchange Date]

                            [Name of Person Entitled to Receive Bearer Security]


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

     The foregoing reflects any advice received subsequent to the date of any
certificate stating that the statements contained in such certificate are no
longer correct.

Dated:                       , 20
       ----------------------    --

[To be dated on or after the relevant Interest Payment Date]

                            [Euroclear Bank, S.A./N.V., as Operator of the
                            Euroclear System] [Clearstream Banking S.A.]


                            By:
                               ----------------------------------

     We understand that this certificate is required in connection with certain
tax legislation in the United States. If administrative or legal proceedings are
commenced or threatened in connection with which this certificate is or would be
relevant, we irrevocably authorize you to produce this certificate or a copy
thereof to any interested party in such proceedings.

Dated:

Dated:                       , 20
       ----------------------    --

[To be dated on or after the 15th day before the relevant Interest Payment Date]

                            [Name of Account Holder]


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

                                        2