<PAGE>

                                                                     EXHIBIT 4.2






================================================================================





                             CHITTENDEN CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE

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

                                    INDENTURE

                       DATED AS OF _____________ __, 20__

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

                          SUBORDINATED DEBT SECURITIES

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







================================================================================









<PAGE>


                             CHITTENDEN CORPORATION

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

   TRUST INDENTURE ACT SECTION                           INDENTURE SECTION
   ---------------------------                           -----------------
Section 310     (a)(1)                                   6.09
                (a)(2)                                   6.09
                (a)(3)                                   Not Applicable
                (a)(4)                                   Not Applicable
                (a)(5)                                   6.09
                (b)                                      6.08 and 6.10
                (c)                                      Not Applicable
Section 311     (a)                                      6.13
                (b)                                      6.13
                (c)                                      Not Applicable
Section 312     (a)                                      7.01 and 7.02(a)
                (b)                                      7.02(b)
                (c)                                      7.02(c)
Section 313     (a)                                      7.03(a) and (b)
                (b)                                      7.03(a)
                (c)                                      7.03(a)
                (d)                                      7.03(c)
Section 314     (a)                                      7.04
                (b)                                      Not Applicable
                (c)(1)                                   1.02
                (c)(2)                                   1.02
                (c)(3)                                   Not Applicable
                (d)                                      Not Applicable
                (e)                                      1.02
Section 315     (a)                                      6.01
                (b)                                      6.02
                (c)                                      6.01
                (d)                                      6.01
                (e)                                      5.14
Section 316     (a)(1)(A)                                5.12
                (a)(1)(B)                                5.13
                (a)(2)                                   Not Applicable
                (b)                                      5.08
                (c)                                      1.04
Section 317     (a)(1)                                   5.03
                (a)(2)                                   5.04
                (b)                                      10.03
Section 318     (a)                                      1.07

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

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

<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                     Page
                                                                                     ----
<S>                                                                                 <C>
ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...........      1
Section 1.01   Definitions......................................................      1
Section 1.02   Compliance Certificates and Opinions.............................      8
Section 1.03   Form of Documents Delivered to Trustee...........................      8
Section 1.04   Acts of Holders..................................................      9
Section 1.05   Notices, Etc., to Trustee and Company............................     10
Section 1.06   Notice to Holders; Waiver........................................     10
Section 1.07   Compliance with Trust Indenture Act..............................     11
Section 1.08   Effect of Headings and Table of Contents.........................     11
Section 1.09   Successors and Assigns...........................................     11
Section 1.10   Separability Clause..............................................     11
Section 1.11   Benefits of Indenture............................................     11
Section 1.12   Governing Law....................................................     11
Section 1.13   Legal Holidays...................................................     11
Section 1.14   Immunity of Stockholders, Directors, Officers and
               Agents of the Company............................................     12

ARTICLE TWO - SECURITY FORMS....................................................     12
Section 2.01   Forms Generally..................................................     12
Section 2.02   Form of Face of Security.........................................     12
Section 2.03   Form of Reverse of Security......................................     14
Section 2.04   Form of Trustee's Certificate of Authentication..................     19
Section 2.05   Form of Legend for Global Securities.............................     19

ARTICLE THREE - THE SECURITIES..................................................     19
Section 3.01   Amount Unlimited; Issuable in Series.............................     19
Section 3.02   Denominations....................................................     22
Section 3.03   Execution, Authentication, Delivery and Dating...................     22
Section 3.04   Temporary Securities.............................................     24
Section 3.05   Registration, Registration of Transfer and Exchange..............     24
Section 3.06   Mutilated, Destroyed, Lost and Stolen Securities.................     26
Section 3.07   Payment of Interest; Interest Rights Preserved...................     27
Section 3.08   Persons Deemed Owners............................................     28
Section 3.09   Cancellation.....................................................     28
Section 3.10   Computation of Interest..........................................     28
Section 3.11   Payment to be in Proper Currency.................................     29

ARTICLE FOUR - SATISFACTION AND DISCHARGE.......................................     29
Section 4.01   Satisfaction and Discharge of Indenture..........................     29
Section 4.02   Application of Trust Money.......................................     30
</TABLE>
                                        i

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Page
                                                                                     ----
<S>                                                                                 <C>
ARTICLE FIVE - REMEDIES.........................................................     30
Section 5.01   Events of Default................................................     30
Section 5.02   Acceleration of Maturity; Rescission and Annulment...............     32
Section 5.03   Collection of Indebtedness and Suits for Enforcement by Trustee..     33
Section 5.04   Trustee May File Proofs of Claim.................................     34
Section 5.05   Trustee May Enforce Claims Without Possession of Securities......     35
Section 5.06   Application of Money Collected...................................     35
Section 5.07   Limitation on Suits..............................................     36
Section 5.08   Unconditional Right of Holders to Receive Principal,
               Premium and Interest.............................................     36
Section 5.09   Restoration of Rights and Remedies...............................     37
Section 5.10   Rights and Remedies Cumulative...................................     37
Section 5.11   Delay or Omission not Waiver.....................................     37
Section 5.12   Control by Holders...............................................     37
Section 5.13   Waiver of Past Defaults..........................................     38
Section 5.14   Undertaking for Costs............................................     38
Section 5.15   Waiver of Stay or Extension Laws.................................     39

ARTICLE SIX - THE TRUSTEE.......................................................     39
Section 6.01   Certain Duties and Responsibilities..............................     39
Section 6.02   Notice of Defaults...............................................     39
Section 6.03   Certain Rights of Trustee........................................     39
Section 6.04   Not Responsible for Recitals or Issuance of Securities...........     41
Section 6.05   May Hold Securities..............................................     41
Section 6.06   Money Held in Trust..............................................     41
Section 6.07   Compensation and Reimbursement...................................     41
Section 6.08   Disqualification; Conflicting Interests..........................     42
Section 6.09   Corporate Trustee Required; Eligibility..........................     42
Section 6.10   Resignation and Removal; Appointment of Successor................     42
Section 6.11   Acceptance of Appointment by Successor...........................     43
Section 6.12   Merger, Conversion, Consolidation or Succession to Business......     45
Section 6.13   Preferential Collection of Claims Against Company................     45
Section 6.14   Appointment of Authenticating Agent..............................     45

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...............     47
Section 7.01   Company to Furnish Trustee Names and Addresses of Holders........     47
Section 7.02   Preservation of Information; Communications to Holders...........     47
Section 7.03   Reports by Trustee...............................................     47
Section 7.04   Reports by Company...............................................     48

ARTICLE EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE............     48
Section 8.01   Company May Consolidate, Etc., Only on Certain Terms.............     48
Section 8.02   Successor Substituted............................................     49

</TABLE>
                                       ii

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Page
                                                                                     ----
<S>                                                                                 <C>
ARTICLE NINE - SUPPLEMENTAL INDENTURES..........................................     49
Section 9.01   Supplemental Indentures without Consent of Holders...............     49
Section 9.02   Supplemental Indentures with Consent of Holders..................     50
Section 9.03   Execution of Supplemental Indentures.............................     52
Section 9.04   Effect of Supplemental Indentures................................     52
Section 9.05   Conformity with Trust Indenture Act..............................     52
Section 9.06   Reference in Securities to Supplemental Indentures...............     52
Section 9.07   Notice of Supplemental Indentures................................     52

ARTICLE TEN - COVENANTS                                                              53
Section 10.01  Payment of Principal, Premium and Interest.......................     53
Section 10.02  Maintenance of Office or Agency..................................     53
Section 10.03  Money for Securities Payments to be Held in Trust................     53
Section 10.04  Existence........................................................     54
Section 10.05  Maintenance of Properties........................................     55
Section 10.06  Payment of Taxes and Other Claims................................     55
Section 10.07  Waiver of Certain Covenants......................................     55

ARTICLE ELEVEN - REDEMPTION OF SECURITIES.......................................     56
Section 11.01  Applicability of Article.........................................     56
Section 11.02  Election to Redeem; Notice to Trustee............................     56
Section 11.03  Selection by Trustee of Securities to be Redeemed................     56
Section 11.04  Notice of Redemption.............................................     57
Section 11.05  Deposit of Redemption Price......................................     57
Section 11.06  Securities Payable on Redemption Date............................     57
Section 11.07  Securities Redeemed in Part......................................     58

ARTICLE TWELVE - SINKING FUNDS..................................................     58
Section 12.01  Applicability of Article.........................................     58
Section 12.02  Satisfaction of Sinking Fund Payments with Securities............     58
Section 12.03  Redemption of Securities for Sinking Fund........................     59

ARTICLE THIRTEEN - SUBORDINATION OF SECURITIES..................................     59
Section 13.01  Subordination to Senior Indebtedness.............................     59
Section 13.02  Company not to Make Payments with Respect to Securities..........
               in Certain Circumstances.........................................     59

Section 13.03  Securities Subordinated to Prior Payment of All Senior...........
               Indebtedness of the Company on Dissolution, Liquidation
               or Reorganization of the Company; Subrogation....................     60
Section 13.04  Obligation of the Company Unconditional..........................     62
Section 13.05  No Fiduciary Duty to Holders of Senior Indebtedness of
               the Company......................................................     62
Section 13.06  Notice to Trustees of Facts Prohibiting Payments.................     62
Section 13.07  Application by Trustee of Moneys Deposited with It...............     63
Section 13.08  Subordination Rights not Impaired by Acts or Omissions
               of the Company or Holders of Senior Indebtedness (or
               Creditors in Respect of General Obligations).....................     63


</TABLE>
                                      iii

<PAGE>

<TABLE>
<CAPTION>

                                                                                     Page
                                                                                     ----
<S>                                                                                 <C>
Section 13.09  Authorization of Trustee to Effectuate Subordination of
               Securities.......................................................     63
Section 13.10  Right of Trustee to Hold Senior Indebtedness of the Company
               (or to be a Creditor in Respect of General Obligations
               of the Company)..................................................     64
Section 13.11  Article Thirteen not to Prevent Events of Default................     64
Section 13.12  Article Applicable to Paying Agents..............................     64
Section 13.13  Trustee Compensation not Prejudiced..............................     64
Section 13.14  Payment of Proceeds in Certain Cases.............................     64
Section 13.15  Automatic Termination............................................     65

ARTICLE FOURTEEN - MEETINGS OF HOLDERS OF SECURITIES............................     66
Section 14.01  Purposes for Which Meetings May Be Called........................     66
Section 14.02  Call, Notice and Place of Meetings...............................     66
Section 14.03  Persons Entitled to Vote at Meetings.............................     66
Section 14.04  Quorum; Action...................................................     67
Section 14.05  Determination of Voting Rights; Conduct and
               Adjournment of Meetings..........................................     68
Section 14.06  Counting Votes and Recording Action of Meetings..................     68

</TABLE>

                                       iv


<PAGE>

         INDENTURE, dated as of __________ __, 20__, between CHITTENDEN
CORPORATION, a corporation duly organized and existing under the laws of the
State of Vermont (hereinafter called the "Company"), having its principal office
at Two Burlington Square, Burlington, Vermont 05401, and THE BANK OF NEW YORK, a
New York banking corporation, as Trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (hereinafter called the
"Securities"), to be issued in one or more series as provided in 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, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

     ARTICLE ONE - DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

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

                  (5) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision. Certain terms,
         used principally in Article Six, are defined in that Article.





<PAGE>


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

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

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

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

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

         "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions generally in that Place of Payment or Burlington, Vermont
are authorized or obligated by law, regulation or executive order to close.

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

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

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

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

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

                                        2


<PAGE>

         "Default" has the meaning specified in Section 5.03.

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

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

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

         "Excess Proceeds" has the meaning specified in Section 13.14.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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

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

         "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into

                                        3


<PAGE>

pursuant to the applicable provisions hereof and shall include the terms of
particular series of Securities established as contemplated by Section 3.01;
provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument due to the appointment of one or more separate
Trustees for any one or more separate series of Securities pursuant to Section
6.10(e), "Indenture" shall mean, with respect to such series of Securities for
which any such Person is Trustee, this 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 the 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 Security, means
the Stated Maturity of an installment of interest on such Security.

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

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, the Vice Chairman of the Board, the President, the Treasurer, an
Assistant Treasurer, a Vice President or any other authorized officer of the
Company, and delivered to the Trustee.

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

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

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

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

                           (B) Securities for whose payment or redemption money
         in the necessary amount has been theretofore deposited with the Trustee
         or any Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its own
         Paying Agent) for the Holders of such Securities;

                                        4


<PAGE>

         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

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or whether a
quorum is present at a meeting of Holders of Securities, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.02, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units that shall be
deemed to be Outstanding shall be the U.S. dollar equivalent, determined in the
manner provided as contemplated by Section 3.01 as of the date of original
issuance of such Security, of the principal amount (or, in the case of an
Original Issue Discount Security, the U.S. dollar equivalent, determined as of
the date of original issuance of such Security, of the amount determined as
provided in (i) above) of such Security as determined by the Company pursuant to
Section 3.01, and (iii) 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 the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

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

         "Person" means any individual, Corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof or any other legal
entity.

                                        5


<PAGE>

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

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

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

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

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

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

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

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

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

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

                                        6


<PAGE>

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

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

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

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

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

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this 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
Securities of that series.

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

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

                                        7


<PAGE>

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

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

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

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

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

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

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

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

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

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

         Any certificate or opinion of any officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representation by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representation
with respect to the matters upon which his or her certificate or opinion

                                        8


<PAGE>

         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.

         Section 1.04      Acts of Holders.
         ---------------------------------

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing; 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 Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) 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 a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

                                        9


<PAGE>

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

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

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

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with a Responsible Officer of the Trustee at its
         Corporate Trust Office, Attention: Corporate Trust Administration; or

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

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

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

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

                                       10



<PAGE>

         Section 1.07      Compliance with Trust Indenture Act.
         -----------------------------------------------------

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

         Section 1.08      Effect of Headings and Table of Contents.
         ----------------------------------------------------------

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

         Section 1.09      Successors and Assigns.
         ----------------------------------------

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

         Section 1.10      Separability Clause.
         -------------------------------------

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

         Section 1.11      Benefits of Indenture.
         ---------------------------------------

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

         Section 1.12      Governing Law.
         -------------------------------

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

         Section 1.13      Legal Holidays.
         --------------------------------

         Except as may be otherwise specified with respect to any particular
series, in any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment

                                       11


<PAGE>

         Date or Redemption Date, or at the Stated Maturity, provided that no
interest shall accrue for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be.

         Section 1.14     Immunity of Stockholders, Directors, Officers and
         ------------------------------------------------------------------
         Agents of the Company.
         ---------------------

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any past, present or future stockholder,
employee, officer or director, as such, of the Company or of any successor,
either directly or through the Company or any successor, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders
and as part of the consideration for the issue of the Securities.

                          ARTICLE TWO - SECURITY FORMS

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

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

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

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

         Section 2.02      Form of Face of Security.
         ------------------------------------------

         [INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE
REGULATIONS THEREUNDER OR OTHER APPLICABLE LAW.]



                                       12

<PAGE>

                             CHITTENDEN CORPORATION

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

No.____________________                                            [$]__________

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

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ____________________, in
such coin or currency [of the United States of America] as at the time of
payment is legal tender for payment of public and private debts [if applicable,

                                       13


<PAGE>

insert -- ; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register].

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

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

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

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

Dated:                                 CHITTENDEN CORPORATION


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

Attest:


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

         Section 2.03      Form of Reverse of Security.
         ---------------------------------------------

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of ________ __, 20__ (herein called the
"Indenture"), between the Company and The Bank of New York, as trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the holders of
Senior Indebtedness and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof [, limited in
aggregate principal amount to [$]_____________]. By the terms of the Indenture,
additional Securities [if applicable, insert -- of this series and] of other
separate series, which may vary as to date, amount, Stated Maturity, interest
rate or method of calculating the interest rate and in other respects as therein
provided, may be issued in an unlimited principal amount.

                                       14


<PAGE>

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

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

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

      YEAR        REDEMPTION PRICE             YEAR          REDEMPTION PRICE
      ----        ----------------             ----          ----------------



and thereafter at a Redemption Price equal to ____% of the principal amount [if
applicable, insert -- , together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking fund or
otherwise)] with accrued interest to the Redemption Date, provided, however,
that installments of interest whose Stated Maturity is on or prior to such
Redemption Date will be payable to the [Holders of such Securities/Holder of
this Security] (or

                                       15


<PAGE>

one or more Predecessor Securities) of record at the close of business on the
relevant Regular Record Dates or Special Record Dates referred to on the face
hereof, all as provided in the Indenture]. [If there is no sinking fund, insert
-- [The Securities of this series are/This Security is] not subject to any
sinking fund.]]

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

                                                            REDEMPTION PRICE FOR
                                    REDEMPTION PRICE             REDEMPTION
                                     FOR REDEMPTION            OTHERWISE THAN
                                    THROUGH OPERATION       THROUGH OPERATION OF
   YEAR                            OF THE SINKING FUND        THE SINKING FUND
   ----                            -------------------        ----------------


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

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

         [The sinking fund for this series provides for the redemption on
____________________ in each year beginning with the year _________ and ending
with the year _________ of [not less than] [$]_________ [("mandatory sinking
fund") and not more than [$]_________] aggregate principal amount of Securities
of this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited

                                       16


<PAGE>

against subsequent [mandatory] sinking fund payments otherwise required to be
made in the inverse order in which they become due.]]

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

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

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

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

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

                                       17


<PAGE>

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

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

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

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

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

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

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

                                       18


<PAGE>

         Section 2.04      Form of Trustee's Certificate of Authentication.
         -----------------------------------------------------------------

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

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


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

         Section 2.05      Form of Legend for Global Securities.
         ------------------------------------------------------

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

                  "This Security is a Global Security within the meaning of the
         Indenture hereinafter referred to and is registered in the name of a
         Depositary or a nominee of a Depositary. This Security is exchangeable
         for Securities registered in the name of a Person other than the
         Depositary or its nominee only in the limited circumstances described
         in the Indenture, and no transfer of this Security (other than a
         transfer of this Security as a whole by the Depositary to a nominee of
         the Depositary or by a nominee of the Depositary to the Depositary or
         another nominee of the Depositary) may be registered except in such
         limited circumstances."

                         ARTICLE THREE - THE SECURITIES

         Section 3.01      Amount Unlimited; Issuable in Series.
         ------------------------------------------------------

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

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

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

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

                  (2) any limit upon the aggregate principal amount of the
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for Securities authenticated and delivered upon
         registration of transfer of, or in exchange for, or in lieu of, other
         Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or

                                       19


<PAGE>

         11.07 and except for any Securities which, pursuant to Section 3.03,
         are deemed never to have been authenticated and delivered hereunder);

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

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

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

                  (6) the place or places where the principal of (and premium,
         if any) and interest on Securities of the series shall be payable, any
         Securities of the series may be surrendered for registration of
         transfer or exchange and notices and demands to or upon the Company
         with respect to the Securities of the series and this Indenture may be
         served;

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

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

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

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

                                       20


<PAGE>

         to which such election is made shall be payable, and the periods within
         which and the terms and conditions upon which such election is to be
         made;

                  (11) if the amount of payments of principal of and any premium
         and interest on any Securities of the series may be determined with
         reference to an index, the manner in which such amounts shall be
         determined;

                  (12) any other event or events of default applicable with
         respect to Securities of the series in addition to or in lieu of those
         provided in Section 5.01(1)-(4);

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

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

                  (15) if convertible, the terms on which such Securities are
         convertible, including the initial conversion price or rate and the
         conversion period and any applicable limitations on the ownership or
         transferability of the securities receivable on conversion; and

                  (16) any other terms of the series (which terms shall not be
         inconsistent with the provisions of this Indenture, except as permitted
         by Section 9.01(5)).

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

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

         With respect to Securities of a series offered in a Periodic Offering,
such Board Resolution and Officer's Certificate or supplemental indenture may
provide general terms or parameters for Securities of such series and provide
either that the specific terms of particular Securities of such series shall be
specified in a Company Order or that such terms shall be

                                       21


<PAGE>

determined by the Company or its agents in accordance with other procedures
specified in a Company Order as contemplated by the third paragraph of Section
3.03.

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

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

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

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

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

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

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

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

                  (c) that such Securities, when authenticated and delivered by
         the Trustee and issued by the Company in the manner and subject to any
         conditions specified in such Opinion of Counsel, will constitute valid
         and legally binding obligations of the

                                       22

<PAGE>

         Company, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, reorganization and other laws of general
         applicability relating to or affecting the enforcement of creditors'
         rights and to general equity principles;

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

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

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

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

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

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

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

                                       23


<PAGE>

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

         Each Security shall be dated the date of its authentication.

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

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

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

         If temporary Securities of any series are issued, the Company will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of like tenor of such series upon surrender of the temporary
Securities of such series at the office or agency of the Company in any Place of
Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of the same series and
of like tenor and of any authorized denominations. Until so exchanged the
temporary Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of such series and tenor.

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

         The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of

                                       24


<PAGE>

Securities. The Trustee is hereby appointed "Security Registrar" for the purpose
of registering Securities and transfers of Securities as herein provided.

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

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities to
be exchanged at the office or agency of the Company in any Place of Payment for
such series. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

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

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

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

         Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.01, any Global Security shall be exchangeable pursuant
to this Section 3.05 for Securities registered in the name of Persons other than
the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary
for such Global Security or if at any time such Depositary ceases to be a
clearing agency registered under the Exchange Act, (ii) the Company executes and
delivers to the Trustee a Company Order that such Global Security shall be so
exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such series. Upon the occurrence in
respect of any Global Security of any series of any one or more of the

                                       25


<PAGE>

conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or
such other conditions as may be specified as contemplated by Section 3.01 for
such series, such Global Security may be exchanged for Securities not bearing
the legend specified in Section 2.05 and registered in the names of such Persons
as may be specified by the Depositary (including Persons other than the
Depositary).

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

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

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

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

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

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

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

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

                                       26


<PAGE>

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

         Unless otherwise provided as contemplated by Section 3.01 with respect
to any series of Securities, interest on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name that Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on
the Regular Record Date for such Interest Payment Date.

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

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

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

                                       27


<PAGE>

         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.
         ---------------------------------------

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered in the Security Register as
the owner of such Security for the purpose of receiving payment of principal of
(and premium, if any) and (subject to Section 3.07) interest on such Security
and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

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

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

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be destroyed unless otherwise directed by a
Company Order.

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

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

                                       28


<PAGE>

         Section 3.11      Payment to be in Proper Currency.
         --------------------------------------------------

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

                   ARTICLE FOUR - SATISFACTION AND DISCHARGE

         Section 4.01      Satisfaction and Discharge of Indenture.
         ---------------------------------------------------------

         This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for), and the Trustee, 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) Securities which have been
                  destroyed, lost or stolen and which have been replaced or paid
                  as provided in Section 3.06 and (ii) Securities for whose
                  payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Company and thereafter
                  repaid to the Company or discharged from such trust, as
                  provided in Section 10.03) have been delivered to the Trustee
                  for cancellation; or

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

                              (i)  have become due and payable;

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


                                       29


<PAGE>

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

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

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

                  (3) the Company has delivered to the Trustee an Officer's
         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 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.

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

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

                            ARTICLE FIVE - REMEDIES

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

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

                                       30


<PAGE>

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

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

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

                   (4) (A) the filing by a Principal Subsidiary Bank with the
          Federal Deposit Insurance Corporation (or other competent government
          agency having primary regulatory authority over the Principal
          Subsidiary Bank) of a notice of voluntary liquidation or other similar
          action under any applicable federal or state banking, insolvency or
          other similar law now or hereafter in effect or (B) the commencement
          by a Principal Subsidiary Bank of any case or proceeding under any
          applicable federal or state banking, insolvency or other similar law
          now or hereafter in effect to be adjudicated insolvent or bankrupt or
          seeking the appointment of a receiver, conservator or other similar
          official for the Principal Subsidiary Bank or for all or substantially
          all of its assets, or the consent by a Principal Subsidiary Bank to
          the entry of a decree or order in

                                       31

<PAGE>

         any case or proceeding under federal or state banking, insolvency or
         other similar laws adjudging the Principal Subsidiary Bank insolvent or
         bankrupt, or appointing any receiver, conservator or other similar
         official for the Principal Subsidiary Bank or for all or substantially
         all of its assets, or ordering the winding up or liquidation of its
         affairs, or the taking of any corporate action by the Principal
         Subsidiary Bank in furtherance of such action; or

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

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

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

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

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

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

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

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


                                       32


<PAGE>

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

         Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided that, unless such declaration of acceleration,
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be cancelled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission or annulment thereof, as
the case may be, that is identical to a written notice which has been cancelled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.02.

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

         The Company covenants that if:

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

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
or rates prescribed therefor in such Securities, and, in addition thereto, such
further

                                       33


<PAGE>

amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel. The events referred to in Sections 5.03(1),
(2) and (3) are herein referred to as "Defaults".

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

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

         Upon receipt by the Trustee of any Notice of Default pursuant to
Section 5.03(3) with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such Notice of Default, which record date shall be at the close of business on
the date the Trustee receives such Notice of Default. The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled
to join in such Notice of Default, whether or not such Holders remain Holders
after such record date; provided, that unless Holders of at least 25% in
principal amount of the Outstanding Securities of such series, or their proxies,
shall have joined in such Notice of Default prior to the day which is 90 days
after such record date, such Notice of Default shall automatically and without
further action by any Holder be cancelled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new Notice of Default which is
identical to a Notice of Default which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.03.

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

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

                                       34


<PAGE>

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

                         (ii) to collect and receive any moneys or other
                    property payable or deliverable on any such claims and to
                    distribute the same; and any custodian, receiver, assignee,
                    trustee, liquidator, sequestrator or other similar official
                    in any such judicial proceeding is hereby authorized by each
                    Holder to make such payments to the Trustee and, in the
                    event that the Trustee shall consent to the making of such
                    payments directly to the Holders, to pay to the Trustee any
                    amount due it for the reasonable compensation, expenses,
                    disbursements and advances of the Trustee, its agents and
                    counsel, and any other amounts due the Trustee under Section
                    6.07.

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

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

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

         Section 5.06      Application of Money Collected.
         ------------------------------------------------

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

                                       35


<PAGE>

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

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

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

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

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

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

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

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

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

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

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

         Section 5.08      Unconditional Right of Holders to Receive Principal,
         ----------------------------------------------------------------------
Premium and Interest.
--------------------

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

                                       36


<PAGE>

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

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

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

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

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

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

         Section 5.12      Control by Holders.
         ------------------------------------

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

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

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

         Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or the exercise of any such
trust or power with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives

                                       37


<PAGE>

such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain after such record date; provided that, unless Holders of a
majority (or, in the case of Section 5.07(2), 25%) in principal amount of the
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new notice identical to a
notice which has been cancelled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 5.12.

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

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

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

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

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

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

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

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

                                       38


<PAGE>

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

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

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the 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 execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                           ARTICLE SIX - THE TRUSTEE

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

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

         Section 6.02      Notice of Defaults.
         ------------------------------------

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest on any Security of such series or in the payment of any
sinking fund installment with respect to Securities of such series, the Trustee
shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the 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(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

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

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

                                       39


<PAGE>

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

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

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

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

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

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

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

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

                                       40


<PAGE>



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

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

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

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

         Section 6.06      Money Held in Trust.
         -------------------------------------

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

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

         The Company agrees:

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

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

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

                                       41


<PAGE>

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

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

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

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

         There shall at all times be a Trustee hereunder which shall be eligible
to act under TIA Section 310(a) (1) and shall have a combined capital and
surplus of at least $50,000,000. If such Corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article. Neither
the Company, nor any Person or Corporation directly or indirectly controlling,
controlled by or under common control with the Company, shall act as Trustee
hereunder.

         Section 6.10      Resignation and Removal; Appointment of Successor.
         -------------------------------------------------------------------

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

               (b) The Trustee may resign at any time with respect to the
          Securities of one or more series by giving written notice thereof to
          the Company. If the instrument of acceptance by a successor Trustee
          required by Section 6.11 shall not have been delivered to the Trustee
          within 60 days after the giving of such notice of resignation, the
          resigning Trustee may petition any court of competent jurisdiction for
          the appointment of a successor Trustee with respect to the Securities
          of such series.

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

               (d) If at any time:

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

                                       42


<PAGE>

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

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

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

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by 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, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

         (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 Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

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

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such

                                       43


<PAGE>

successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder.

         (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates. Whenever there is a successor Trustee with
respect to one or more (but less than all) series of securities issued pursuant
to this Indenture, the terms "Indenture" and "Securities" shall have the
meanings specified in the provisos to the respective definitions of those terms
in Section 1.01 which contemplate such situation.

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

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

                                       44


<PAGE>

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

         Any Corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
Corporation shall be otherwise qualified and eligible under this Article,
without the 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; in case
any of the Securities shall not have been authenticated by the Trustee then in
office, any successor by merger, conversion or consolidation to such Trustee may
authenticate such Securities either in the name of such predecessor hereunder or
in the name of the successor Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

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

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

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

         At any time when any of the Securities remain Outstanding, the Trustee,
with the concurrence of the Company, may appoint an Authenticating Agent or
Agents with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of such
series, and Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, a
copy of which instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a Corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal, state or District of Columbia authority. If such Authenticating
Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its

                                       45


<PAGE>

combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

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

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

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

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

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

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

                                           By:___________________________
                                                Authenticating Agent


                                           By:___________________________
                                                Authorized Signatory




                                       46


<PAGE>

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

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

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

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

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

         Section 7.02      Preservation of Information; 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 received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

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

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

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

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

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

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed

                                       47


<PAGE>

and also with the Commission. The Company will notify the Trustee when any
Securities are listed on any stock exchange.

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

         The Company shall:

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

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

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

                  (4) furnish to the Trustee, within 120 days after the end of
         each fiscal year of the Company ending after the date hereof, a brief
         certificate of the Company's principal executive officer, principal
         financial officer or principal accounting officer as to his or her
         knowledge of the Company's compliance with all conditions and covenants
         under this Indenture. For purposes of this paragraph, such compliance
         shall be determined without regard to any period of grace or
         requirement of notice provided under this Indenture.

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

         Section 8.01      Company May Consolidate, Etc., Only on Certain Terms.
         ----------------------------------------------------------------------

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

                                       48


<PAGE>

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

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

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

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

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

                     ARTICLE NINE - SUPPLEMENTAL INDENTURES

         Section 9.01      Supplemental Indentures without Consent of Holders.
         --------------------------------------------------------------------

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

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

                  (2)      to add to the covenants of the Company for the
benefit of the Holders of all or any series of Securities (and if such covenants
are to be for the benefit of less than all series


                                       49


<PAGE>

of Securities, stating that such covenants are expressly being included solely
for the benefit of such series) or to surrender any right or power herein
conferred upon the Company;

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

                  (4) to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons;

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

                  (6) to secure the Securities;

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

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

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

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

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

         With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series affected
by such supplemental indenture, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board 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

                                       50


<PAGE>

provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby:

                  (1) change the Stated Maturity of the principal of, or any
          installment of principal of or interest on, any such Security, or
          reduce the principal amount thereof or the rate of interest thereon or
          any premium payable upon the redemption thereof, or reduce the amount
          of the principal of an Original Issue Discount Security that would be
          due and payable upon a declaration of acceleration of the Maturity
          thereof pursuant to Section 5.02, or change any Place of Payment
          where, or the coin or currency in which, any such Security or any
          premium or the interest thereon is payable, or impair the right to
          institute suit for the enforcement of any such payment on or after the
          Stated Maturity thereof (or, in the case of redemption, on or after
          the Redemption Date) or modify the provisions of this Indenture with
          respect to the subordination of the Securities in a manner adverse to
          the Holders of the Securities;

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

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

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

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

                                       51


<PAGE>

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

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

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

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

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

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

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

         Section 9.07      Notice of Supplemental Indentures.
         ---------------------------------------------------

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

                                       52


<PAGE>

                            ARTICLE TEN - COVENANTS

         Section 10.01     Payment of Principal, Premium and Interest.
         ------------------------------------------------------------

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

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

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

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

         Section 10.03     Money for Securities Payments to be Held in Trust.
         -------------------------------------------------------------------

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

         Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of

                                       53


<PAGE>

the Persons entitled to such principal, premium or interest, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
failure so to act.

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

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

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

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

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

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

         Section 10.04     Existence.
         ---------------------------

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and

                                       54


<PAGE>

franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and that the loss thereof is not disadvantageous in any
material respect to the Holders.

         Section 10.05     Maintenance of Properties.
         -------------------------------------------

         The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
provided, however, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

         Section 10.06     Payment of Taxes and Other Claims.
         ---------------------------------------------------

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

         Section 10.07     Waiver of Certain Covenants.
         ---------------------------------------------

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 10.04 to 10.06, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities of such series shall, by Act of such Holders,
either waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or affect
such term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed for such purpose, the Holders
on such record date or their duly designated proxies, and only such Persons,
shall be entitled to waive any such term, provision or condition hereunder,
whether or not such Holders remain Holders after such record date; provided
that, unless the Holders of not less than a majority in principal amount of the
Outstanding Securities of such series shall have waived such term, provision or
condition prior to the date which is 90 days after

                                       55


<PAGE>

such record date, any such waiver previously given shall automatically and
without further action by any Holder be cancelled and of no further effect.

                   ARTICLE ELEVEN - REDEMPTION OF SECURITIES

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

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

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

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

                  (1) such Redemption Date;

                  (2) if the Securities of such series have different terms and
         less than all of the Securities of such series are to be redeemed, the
         terms of the Securities to be redeemed; and

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

         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 the Trustee with an
Officer's Certificate evidencing compliance with such restriction.

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

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

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

         For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to

                                       56


<PAGE>

be redeemed only in part, to the portion of the principal amount of such
Securities which has been or is to be redeemed.

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

         Notice of redemption shall be given in the manner provided in Section
1.06 not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

         All notices of redemption shall state:

                  (1) the Redemption Date;

                  (2) the Redemption Price;

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

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

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

                  (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 the
Trustee in the name and at the expense of the Company.

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

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

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

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the

                                       57


<PAGE>

Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Regular Record Dates according to their terms
and the provisions of Section 3.07.

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

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

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

                         ARTICLE TWELVE - SINKING FUNDS

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

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

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

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

         The Company (1) may deliver Outstanding Securities of like tenor of a
series (other than any previously called for redemption) and (2) may apply as a
credit Securities of like tenor of a series which have been redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities, in each case in satisfaction of all or any part of any
sinking fund

                                       58


<PAGE>

payment with respect to the Securities of like tenor of such series required to
be made pursuant to the terms of such Securities as provided for by the terms of
such series; provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

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

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

                 ARTICLE THIRTEEN - SUBORDINATION OF SECURITIES

         Section 13.01     Subordination to Senior Indebtedness.
         ------------------------------------------------------

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

         Section 13.02     Company not to Make Payments with Respect to
         --------------------------------------------------------------
Securities in Certain Circumstances.
-----------------------------------

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

                                       59


<PAGE>

         Section 13.03 Securities Subordinated to Prior Payment of All Senior
         --------------------------------------------------------------------
Indebtedness of the Company on Dissolution, Liquidation or Reorganization of the
--------------------------------------------------------------------------------
Company; Subrogation.
---------------------

         Upon any distribution of the assets of the Company in connection with
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency or receivership proceedings or upon an assignment for
the benefit of creditors or any other marshalling of the assets and liabilities
of the Company or otherwise), the holders of Senior Indebtedness of the Company
shall first be entitled to receive payment in full in accordance with the terms
of such Senior Indebtedness of the principal thereof (and premium, if any) and
the interest due thereon (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) before the Holders of the Securities are entitled to
receive any payment upon the principal thereof (and premium, if any) or interest
thereon; and, upon any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the Holders of
the Securities or the Trustee would be entitled except for the provisions of
this Article, including any such payment or distribution which may be payable or
deliverable by reason of the payment of any other indebtedness of the Company
being subordinated to the payment of the Securities, shall be made by the
liquidating trustee or agent or other person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, directly to the holders of Senior Indebtedness of the Company or
their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness
may have been issued, ratably according to the aggregate amounts remaining
unpaid on account of the principal of (and premium, if any) and interest
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Company under any applicable
bankruptcy, insolvency, or similar law now or hereafter in effect) on the Senior
Indebtedness of the Company held or represented by each, to the extent necessary
to pay in full all such Senior Indebtedness remaining unpaid after giving effect
to any concurrent payment or distribution to the holders of such Senior
Indebtedness.

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

         In the event that, notwithstanding the foregoing, upon any such
dissolution, winding up, liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, including any such payment or distribution which may be
payable or deliverable by reason of the payment of any other indebtedness of the
Company being subordinated to the payment of the Securities, shall be received
by the Trustee, the Paying Agent or the Holders of the Securities before all
Senior Indebtedness of the Company

                                       60

<PAGE>

is paid in full, such payment or distribution shall be paid over to the holders
of such Senior Indebtedness or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued, ratably as aforesaid, for
application to the payment of all Senior Indebtedness of the Company remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution (or provision thereof)
to the holders of such Senior Indebtedness.

         None of the payments or distributions to the holders of such Senior
Indebtedness to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article or of payments over, pursuant
to the provisions of this Article, to the holders of such Senior Indebtedness by
the Holders of the Securities or the Trustee shall, as between the Company, its
creditors other than the holders of such Senior Indebtedness, and the Holders of
the Securities, be deemed to be a payment by the Company to or on account of
such Senior Indebtedness; it being understood that the provisions of this
Article are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness of the Company, on the other hand.

         Subject to the payment in full of all Senior Indebtedness of the
Company, the Holders of the Securities shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
assets of the Company applicable to such Senior Indebtedness until the
Securities shall be paid in full. The Company shall give prompt written notice
to the Trustee of any dissolution, winding up, liquidation or reorganization of
the Company within the meaning of this Article. The Trustee, subject to the
provisions of Section 6.01, shall be entitled to assume that no such event has
occurred and shall not be charged with knowledge of the existence of any facts
which would prohibit the making of any payment of moneys to or by the Trustee or
the taking of any other action by the Trustee, unless the Company or any one or
more holders of Senior Indebtedness (or any one or more creditors in respect of
General Obligations) or any trustee therefor who shall have been certified or
otherwise established to the satisfaction of the Trustee to be such a holder of
Senior Indebtedness (or creditor in respect of General Obligations) or trustee
has given written notice thereof to a Responsible Officer of the Trustee at its
Corporate Trust Office. Upon any distribution of assets of the Company referred
to in this Article, the Trustee, subject to the provisions of Article Six, and
the Holders of the Securities shall be entitled to rely upon: (1) any order or
decree of a court of competent jurisdiction in which such dissolution, winding
up, liquidation or reorganization proceedings are pending, or (2) a certificate
of the liquidating trustee or agent or other Person making any distribution to
the Trustee or to the Holders of the Securities, for the purpose of ascertaining
the Persons entitled to participate in such distribution, the holders of the
Senior Indebtedness (and the creditors in respect of General Obligations), the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article. In the event
that the Trustee determines, in good faith, that further evidence is required
with respect to the right of any Person, as a holder of Senior Indebtedness (or
a creditor in respect of General Obligations), to participate in any payment or
distribution pursuant to this Section, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Indebtedness (or General Obligations) held by such Person, as to
the extent to which such Person is entitled to participate in such payment or
distribution, and as to other facts pertinent to the rights of such Person under
this Section, and if

                                       61


<PAGE>

such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

         Section 13.04     Obligation of the Company Unconditional.
         ---------------------------------------------------------

         Nothing contained in this Article or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Company and the
Holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the Holders of the Securities the principal of (and
premium, if any) and interest (including interest accruing subsequent to the
commencement of any proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or similar law now or
hereafter in effect) on the Securities as and when the same shall become due and
payable in accordance with the terms thereof, or is intended to or shall affect
the relative rights of the Holders of the Securities and creditors of the
Company, other than the holders of Senior Indebtedness (and, in the case of
Section 13.14, other than creditors in respect of General Obligations), nor
shall anything herein or therein prevent the Trustee or the Holder of any
Securities from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article of the holders of Senior Indebtedness (and the rights, if any, under
Section 13.14 of creditors in respect of General Obligations) in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

         Section 13.05     No Fiduciary Duty to Holders of Senior Indebtedness
         ---------------------------------------------------------------------
of the Company.
--------------

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

         Section 13.06     Notice to Trustees of Facts Prohibiting Payments.
         ------------------------------------------------------------------

         Notwithstanding any of the provisions of this Article or any other
provision of this Indenture (other than Section 6.01), the Trustee shall not at
any time be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee or the taking
of any other action by the Trustee, unless and until a Responsible Officer of
the Trustee shall have received at its Corporate Trust Office written notice
thereof from the Company or from one or more holders of Senior Indebtedness (or
from one or more creditors in respect of General Obligations) or from any
trustee therefor who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such a holder
(or creditor in respect of General Obligations) or trustee; and, prior to the
receipt of any such written notice, the Trustee shall be entitled, subject to
Section 6.01, in all respects to assume that no such facts exist; provided that,
if prior to the fifth business day

                                       62


<PAGE>

preceding the date upon which by the terms hereof any such moneys may become
payable for any purpose, or in the event of the execution of an instrument
pursuant to Section 4.01 acknowledging satisfaction and discharge of this
Indenture, then if prior to the second business day preceding the date of such
execution, the Trustee shall not have received with respect to such moneys the
notice provided for in this Section, then, anything herein contained to the
contrary notwithstanding, the Trustee may, in its discretion, receive such
moneys and/or apply the same to the purpose for which they were received, and
shall not be affected by any notice to the contrary, which may be received by it
on or after such date; provided, however, no such application shall affect the
obligations under this Article of the Persons receiving such moneys from the
Trustee.

         Section 13.07     Application by Trustee of Moneys Deposited with It.
         --------------------------------------------------------------------

         Anything in this Indenture to the contrary notwithstanding, any deposit
of moneys by the Company with the Trustee or any Paying Agent (whether or not in
trust) for the payment of the principal of (or premium, if any) or interest on
any Securities shall, except as provided in Section 13.06, be subject to the
provisions of Sections 13.01, 13.02 and 13.03.

         Section 13.08 Subordination Rights not Impaired by Acts or Omissions of
         -----------------------------------------------------------------------
the Company or Holders of Senior Indebtedness (or Creditors in Respect of
-------------------------------------------------------------------------
General Obligations).
--------------------

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

         Section 13.09     Authorization of Trustee to Effectuate Subordination
         ----------------------------------------------------------------------
of Securities.
-------------

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

                                       63


<PAGE>

         Section 13.10 Right of Trustee to Hold Senior Indebtedness of the
         -----------------------------------------------------------------
Company (or to be a Creditor in Respect of General Obligations of the Company).
------------------------------------------------------------------------------

         The Trustee shall be entitled to all of the rights set forth in this
Article in respect of any Senior Indebtedness (or General Obligations) of the
Company at any time held by it or owed to it to the same extent as any other
holder of such Senior Indebtedness (or creditor in respect of such General
Obligations), and nothing in this Indenture shall be construed to deprive the
Trustee of any of its rights as such holder (or creditor in respect of such
General Obligations).

         Section 13.11     Article Thirteen not to Prevent Events of Default.
         -------------------------------------------------------------------

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

         Section 13.12     Article Applicable to Paying Agents.
         -----------------------------------------------------

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

         Section 13.13     Trustee Compensation not Prejudiced.
         -----------------------------------------------------

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

         Section 13.14     Payment of Proceeds in Certain Cases.
         ------------------------------------------------------

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

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

                                       64


<PAGE>

pay all such General Obligations in full, after giving effect to any concurrent
payment or distribution to or for creditors in respect of General Obligations.
Any Excess Proceeds remaining after the payment (or provision for payment) in
full of all General Obligations shall be available for payment or distribution
in respect of the Securities.

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

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

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

         Section 13.15     Automatic Termination.
         ---------------------------------------

         Upon the occurrence of a Termination Event, the Company will promptly
notify the Trustee, this Indenture shall be automatically amended such that it
no longer subordinates the payment of principal of (and premium, if any) and
interest on the Securities to the prior payment of the General Obligations and
the following provisions of this Indenture shall immediately and automatically
terminate, be null and void ab initio and have no further effect: (1) the
definitions

                                       65

<PAGE>

of "Excess Proceeds" and "General Obligations"; (2) clause (d) of Section 1.11;
(3) the third paragraph of Section 2.03; (4) the last paragraph of Section 9.01;
(5) all language in each parenthetical containing the words "General
Obligations" in Sections 13.03, 13.04, 13.05, 13.06, 13.08, 13.09 and 13.10; and
(6) Section 13.14. The Trustee shall have the right at any time to request that
the Company supply it with an Opinion of Counsel as to whether a Termination
Event shall have occurred.

              ARTICLE FOURTEEN - MEETINGS OF HOLDERS OF SECURITIES

         Section 14.01     Purposes for Which Meetings May Be Called.
         -----------------------------------------------------------

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

         Section 14.02     Call, Notice and Place of Meetings.
         ----------------------------------------------------

         (a) The Trustee may at any time call a meeting of Holders of Securities
of any series for any purpose specified in Section 14.01, to be held at such
time and at such place as the Trustee shall determine. Notice of every meeting
of Holders of Securities of any series, setting forth the time and the place of
such meeting and in general terms the action proposed to be taken at such
meeting, shall be given, in the manner provided in Section 1.06, not less than
20 nor more than 180 days prior to the date fixed for the meeting.

         (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 25% in principal amount of the Outstanding Securities of
any series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 14.01, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 20 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in subsection (a) of this Section.

         Section 14.03     Persons Entitled to Vote at Meetings.
         ------------------------------------------------------

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

                                       66


<PAGE>

         Section 14.04     Quorum; Action.
         --------------------------------

         (a) The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which this
Indenture expressly provides may be given by the Holders of not less than a
specified percentage in principal amount of the Outstanding Securities of a
series, the Persons entitled to vote such specified percentage in principal
amount of the Outstanding Securities of such series shall constitute a quorum.
In the absence of a quorum within 30 minutes after the time appointed for any
such meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case the meeting may be
adjourned for a period of not less than ten days as determined by the chairman
of the meeting prior to the adjournment of such meeting. In the absence of a
quorum at the reconvening of any such adjourned meeting, such adjourned meeting
may be further adjourned for a period of not less than ten days; at the
reconvening of any meeting adjourned or further adjourned for lack of a quorum,
the Persons entitled to vote 25% in aggregate principal amount of the then
Outstanding Securities shall constitute a quorum for the taking of any action
set forth in the notice of the original meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 14.02(a), except
that such notice need be given only once not less than five days prior to the
date on which the meeting is scheduled to be reconvened.

         (b) Except as otherwise provided in this Indenture, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Persons
entitled to vote a majority in aggregate principal amount of the Outstanding
Securities represented at such meeting.

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

         (d) Notwithstanding the foregoing provisions of this Section 14.04, if
any action is to be taken at a meeting of Holders of Securities of any series
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action that this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage in principal amount of all
Outstanding Securities affected thereby, or of the Holders of such series and
one or more additional series:

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

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

                                       67


<PAGE>

         Section 14.05 Determination of Voting Rights; Conduct and Adjournment
         ---------------------------------------------------------------------
of Meetings.
-----------

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

         (b) The Trustee shall, by an instrument in writing appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 14.02(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

         (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not Outstanding and ruled by the chairman of the meeting
to be not Outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder of a Security of such series or proxy.

         (d) Any meeting of Holders of Securities of any series duly called
pursuant to Section 14.02 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting, and the
meeting may be held as so adjourned without further notice.

         Section 14.06     Counting Votes and Recording Action of Meetings.
         -----------------------------------------------------------------

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record, at least in
duplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by

                                       68


<PAGE>

one or more persons having knowledge of the fact, setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 14.02 and, if applicable, Section 14.04. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company and another to the
Trustee to be preserved by the Trustee, the latter to have attached thereto the
ballots voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.

                                     * * * *

         This instrument 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.

                                       69



<PAGE>

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


                                     CHITTENDEN CORPORATION


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

Attest:

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

[SEAL]



                                     THE BANK OF NEW YORK


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

Attest:

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

[SEAL]




                                       70