<PAGE>

                                                                     EXHIBIT 4.1



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



                             CHITTENDEN CORPORATION

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE

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

                                    INDENTURE

                       DATED AS OF _____________ __, 20__

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

                             SENIOR DEBT SECURITIES


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





<PAGE>


                             CHITTENDEN CORPORATION

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

<TABLE>
<CAPTION>


   TRUST INDENTURE ACT SECTION                                               INDENTURE SECTION
   ---------------------------                                               -----------------
<S>            <C>                                                        <C>
Section 310     (a)(1) ..............................................         6.09
                (a)(2) ..............................................         6.09
                (a)(3) ..............................................         Not Applicable
                (a)(4) ..............................................         Not Applicable
                (a)(5) ..............................................         6.09
                (b) .................................................         6.08 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

</TABLE>

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

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 ......................................    6
    Section 1.03      Form of Documents Delivered to Trustee ....................................    7
    Section 1.04      Acts of Holders ...........................................................    8
    Section 1.05      Notices, Etc., to Trustee and Company .....................................    9
    Section 1.06      Notice to Holders; Waiver .................................................    9
    Section 1.07      Compliance with Trust Indenture Act .......................................    9
    Section 1.08      Effect of Headings and Table of Contents ..................................   10
    Section 1.09      Successors and Assigns ....................................................   10
    Section 1.10      Separability Clause .......................................................   10
    Section 1.11      Benefits of Indenture .....................................................   10
    Section 1.12      Governing Law .............................................................   10
    Section 1.13      Legal Holidays ............................................................   10
    Section 1.14      Immunity of Stockholders, Directors, Officers and Agents
                      of the Company ............................................................   10

ARTICLE TWO - SECURITY FORMS ....................................................................   11
    Section 2.01      Forms Generally ...........................................................   11
    Section 2.02      Form of Face of Security ..................................................   11
    Section 2.03      Form of Reverse of Security ...............................................   13
    Section 2.04      Form of Trustee's Certificate of Authentication ...........................   17
    Section 2.05      Form of Legend for Global Securities ......................................   17

ARTICLE THREE - THE SECURITIES ..................................................................   17
    Section 3.01      Amount Unlimited; Issuable in Series ......................................   17
    Section 3.02      Denominations .............................................................   20
    Section 3.03      Execution, Authentication, Delivery and Dating ............................   20
    Section 3.04      Temporary Securities ......................................................   22
    Section 3.05      Registration, Registration of Transfer and Exchange .......................   22
    Section 3.06      Mutilated, Destroyed, Lost and Stolen Securities ..........................   24
    Section 3.07      Payment of Interest; Interest Rights Preserved ............................   24
    Section 3.08      Persons Deemed Owners .....................................................   26
    Section 3.09      Cancellation ..............................................................   26
    Section 3.10      Computation of Interest ...................................................   26
    Section 3.11      Payment to be in Proper Currency ..........................................   26

ARTICLE FOUR - SATISFACTION AND DISCHARGE .......................................................   27
    Section 4.01      Satisfaction and Discharge of Indenture ...................................   27
    Section 4.02      Application of Trust Money ................................................   28
</TABLE>




                                       i

<PAGE>

<TABLE>
<CAPTION>


                                                                                                    Page
<S>                                                                                                <C>
ARTICLE FIVE - REMEDIES                                                                             28
    Section 5.01      Events of Default .........................................................   28
    Section 5.02      Acceleration of Maturity; Rescission and Annulment ........................   30
    Section 5.03      Collection of Indebtedness and Suits for Enforcement by Trustee ...........   32
    Section 5.04      Trustee May File Proofs of Claim ..........................................   32
    Section 5.05      Trustee May Enforce Claims Without Possession of Securities ...............   33
    Section 5.06      Application of Money Collected ............................................   33
    Section 5.07      Limitation on Suits .......................................................   34
    Section 5.08      Unconditional Right of Holders to Receive Principal,
                      Premium and Interest ......................................................   34
    Section 5.09      Restoration of Rights and Remedies ........................................   34
    Section 5.10      Rights and Remedies Cumulative ............................................   35
    Section 5.11      Delay or Omission not Waiver ..............................................   35
    Section 5.12      Control by Holders ........................................................   35
    Section 5.13      Waiver of Past Defaults ...................................................   36
    Section 5.14      Undertaking for Costs .....................................................   36
    Section 5.15      Waiver of Stay or Extension Laws ..........................................   37

ARTICLE SIX - THE TRUSTEE .......................................................................   37
    Section 6.01      Certain Duties and Responsibilities .......................................   37
    Section 6.02      Notice of Defaults ........................................................   37
    Section 6.03      Certain Rights of Trustee .................................................   37
    Section 6.04      Not Responsible for Recitals or Issuance of Securities ....................   38
    Section 6.05      May Hold Securities .......................................................   39
    Section 6.06      Money Held in Trust .......................................................   39
    Section 6.07      Compensation and Reimbursement ............................................   39
    Section 6.08      Disqualification; Conflicting Interests ...................................   40
    Section 6.09      Corporate Trustee Required; Eligibility ...................................   40
    Section 6.10      Resignation and Removal; Appointment of Successor .........................   40
    Section 6.11      Acceptance of Appointment by Successor ....................................   41
    Section 6.12      Merger, Conversion, Consolidation or Succession to Business ...............   42
    Section 6.13      Preferential Collection of Claims Against Company .........................   43
    Section 6.14      Appointment of Authenticating Agent .......................................   43

ARTICLE SEVEN - HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ...............................   44
    Section 7.01      Company to Furnish Trustee Names and Addresses of Holders .................   44
    Section 7.02      Preservation of Information; Communications to Holders ....................   45
    Section 7.03      Reports by Trustee ........................................................   45
    Section 7.04      Reports by Company ........................................................   45

ARTICLE EIGHT - CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE ............................   46
    Section 8.01      Company May Consolidate, Etc., Only on Certain Terms ......................   46
    Section 8.02      Successor Substituted .....................................................   47
</TABLE>


                                       ii

<PAGE>

<TABLE>

<S>                                                                                                 <C>
ARTICLE NINE - SUPPLEMENTAL INDENTURES ..........................................................   47
    Section 9.01      Supplemental Indentures without Consent of Holders ........................   47
    Section 9.02      Supplemental Indentures with Consent of Holders ...........................   48
    Section 9.03      Execution of Supplemental Indentures ......................................   49
    Section 9.04      Effect of Supplemental Indentures .........................................   50
    Section 9.05      Conformity with Trust Indenture Act .......................................   50
    Section 9.06      Reference in Securities to Supplemental Indentures ........................   50
    Section 9.07      Notice of Supplemental Indentures .........................................   50

ARTICLE TEN - COVENANTS .........................................................................   50
    Section 10.01     Payment of Principal, Premium and Interest ................................   50
    Section 10.02     Maintenance of Office or Agency ...........................................   50
    Section 10.03     Money for Securities Payments to be Held in Trust .........................   51
    Section 10.04     Existence .................................................................   52
    Section 10.05     Maintenance of Properties .................................................   52
    Section 10.06     Payment of Taxes and Other Claims .........................................   52
    Section 10.07     Limitations on Disposition of Voting Stock of Principal
                      Subsidiary Banks ..........................................................   53
    Section 10.08     Restrictions on Liens .....................................................   53
    Section 10.09     Waiver of Certain Covenants ...............................................   53

ARTICLE ELEVEN - REDEMPTION OF SECURITIES .......................................................   54
    Section 11.01     Applicability of Article ..................................................   54
    Section 11.02     Election to Redeem; Notice to Trustee .....................................   54
    Section 11.03     Selection by Trustee of Securities to be Redeemed .........................   54
    Section 11.04     Notice of Redemption ......................................................   55
    Section 11.05     Deposit of Redemption Price ...............................................   55
    Section 11.06     Securities Payable on Redemption Date .....................................   56
    Section 11.07     Securities Redeemed in Part ...............................................   56

ARTICLE TWELVE - SINKING FUNDS ..................................................................   56
    Section 12.01     Applicability of Article ..................................................   56
    Section 12.02     Satisfaction of Sinking Fund Payments with Securities .....................   57
    Section 12.03     Redemption of Securities for Sinking Fund .................................   57

ARTICLE THIRTEEN - MEETINGS OF HOLDERS OF SECURITIES ............................................   57
    Section 13.01     Purposes for Which Meetings May Be Called .................................   57
    Section 13.02     Call, Notice and Place of Meetings ........................................   57
    Section 13.03     Persons Entitled to Vote at Meetings ......................................   58
    Section 13.04     Quorum; Action ............................................................   58
    Section 13.05     Determination of Voting Rights; Conduct and Adjournment
                      of Meetings ...............................................................   59
    Section 13.06     Counting Votes and Recording Action of Meetings ...........................   60

</TABLE>




                                       iii

<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


<PAGE>


     other subdivision. Certain terms, used principally in Article Six, are
     defined in that Article.

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

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

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

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

     "Board 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>

     "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.

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

     "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 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.


                                       3

<PAGE>

     "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; 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


                                       4

<PAGE>

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.

     "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.


                                       5

<PAGE>

     "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.

     "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.

     "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".

     "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


                                       6

<PAGE>

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 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.


                                       7

<PAGE>

     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.

     (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.


                                       8

<PAGE>

     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.

     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.


                                       9

<PAGE>

     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 the parties hereto, any Authenticating Agent, any
Paying Agent, any Securities Registrar, and their successors hereunder and the
Holders, 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 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


                                       10

<PAGE>

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.]

                             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


                                       11

<PAGE>

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, 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.


                                       12

<PAGE>

         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 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.

     [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,


                                       13

<PAGE>

<TABLE>
<CAPTION>

             YEAR                    REDEMPTION PRICE                   YEAR                   REDEMPTION PRICE
             ----                    ----------------                   ----                   ----------------
<S>        <C>                    <C>                               <C>                     <C>



</TABLE>

and thereafter at a Redemption Price equal to ___% of the principal amount [if
applicable, insert -- , together in the case of any such redemption [if
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 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,

<TABLE>
<CAPTION>

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


</TABLE>



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


                                       14

<PAGE>

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

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

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

     [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


                                       15

<PAGE>

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.]

     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.


                                       16

<PAGE>

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

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

     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 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);




                                       17

<PAGE>

          (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 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


                                       18

<PAGE>

     Securities are stated to be payable, the currency, currencies or currency
     units in which payment of the principal of and any premium and interest on
     Securities of such series as to which such election is made shall be
     payable, and the periods within which and the terms and conditions upon
     which such election is to be made;

          (11) if the amount of payments of principal of and any premium 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 (l)-(7);

          (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


                                       19

<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 Company, enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, reorganization and other
     laws of


                                       20

<PAGE>

     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 shall not be required to authenticate such
     Securities if the issue of such Securities pursuant to this


                                       21

<PAGE>

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


                                       22

<PAGE>

          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 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


                                       23

<PAGE>

     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.

          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,


                                       24

<PAGE>

     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.

          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.


                                       25

<PAGE>

          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.

          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


                                       26

<PAGE>

     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

                    (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,


                                       27

<PAGE>

     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):

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

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

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






                                       28

<PAGE>

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

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

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

               (7) the commencement by the Company or a Principal Subsidiary
          Bank of a voluntary case or proceeding under any applicable federal or
          state bankruptcy,




                                       29

<PAGE>

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

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

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

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

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

          At any time after such a declaration of acceleration with respect to
     Outstanding Securities of any series has been made and before a judgment or
     decree for payment of the money due has


                                       30

<PAGE>

     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.

     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.


                                       31

<PAGE>

          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; or

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

     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 amount as shall be sufficient to cover
     the costs and expenses of collection, including the reasonable
     compensation, expenses, disbursements and advances of the Trustee, its
     agents and counsel.

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

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

          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:

                    (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


                                       32

<PAGE>

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

          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:

               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


                                       33

<PAGE>

               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.

          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


                                       34

<PAGE>

     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 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


                                       35

<PAGE>

     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 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).


                                       36

<PAGE>

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

          The Company covenants (to the extent that it may lawfully do so) that
     it will not at any time insist upon, or plead, or in any manner whatsoever
     claim or take the benefit or advantage of any stay or extension law
     wherever enacted, now or at any time hereafter in force, which may affect
     the covenants or the performance of this Indenture; and the Company (to the
     extent that it may lawfully do so) hereby expressly waives all benefit or
     advantage of any such law and covenants that it will not hinder, delay or
     impede the 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):

               (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


                                       37

<PAGE>

          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.

          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




                                       38

<PAGE>

     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.

          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.


                                       39

<PAGE>

          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;

                    (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




                                       40

<PAGE>

               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 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


                                       41

<PAGE>

          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.

          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


                                       42

<PAGE>

     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 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


                                       43

<PAGE>

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

       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:


                                       44

<PAGE>

          (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 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:






                                       45

<PAGE>

          (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:

          (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


                                       46

<PAGE>

     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 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;


                                       47

<PAGE>

          (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.

     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
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


                                       48

<PAGE>

     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);

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

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

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

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

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

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

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


                                       49

<PAGE>

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

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

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

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

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

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

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

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

                            ARTICLE TEN - COVENANTS

     Section 10.01  Payment of Principal, Premium 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


                                       50

<PAGE>

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 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.


                                       51

<PAGE>

     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 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


                                       52

<PAGE>

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

     Section 10.07  Limitations on Disposition of Voting Stock of Principal
     -------------  -------------------------------------------------------
Subsidiary Banks.
-----------------

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

     Section 10.08  Restrictions on Liens.
     -------------  ----------------------

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

     Section 10.09  Waiver of Certain Covenants.
     -------------  ----------------------------

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


                                       53

<PAGE>

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

                   ARTICLE ELEVEN - REDEMPTION OF SECURITIES

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

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

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

     The election of the Company to redeem 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


                                       54

<PAGE>

principal amount of Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series.

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

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

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

     Notice of redemption shall be given in the manner provided in Section 1.06
not less than 30 nor more than 60 days prior to the Redemption Date, 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.


                                       55

<PAGE>

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

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

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, 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.


                                       56

<PAGE>

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

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

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

     Not less than 60 days prior to each sinking fund payment date for
Securities of like tenor of a series, the Company will deliver to the Trustee an
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 - MEETINGS OF HOLDERS OF SECURITIES

     Section 13.01  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 13.02  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 13.01, 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.


                                       57

<PAGE>

          (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 13.01, 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 13.03  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.

     Section 13.04  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
     13.02(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.


                                       58

<PAGE>

          (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 13.04, 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.

     Section 13.05  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 13.02(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


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<PAGE>

     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 13.02 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 13.06  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 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 13.02 and, if
applicable, Section 13.04. 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.


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<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]




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