<PAGE>   1

                                                                     EXHIBIT 4.1
================================================================================


                              INDYMAC BANCORP, INC.


                                       TO


                              THE BANK OF NEW YORK



                                                             TRUSTEE



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



                                    INDENTURE

                         DATED AS OF _____________,2001




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




                             SENIOR DEBT SECURITIES


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

<PAGE>   2

                              INDYMAC BANCORP, INC.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                     INDENTURE, DATED AS OF __________, 2001

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                    INDENTURE SECTION
---------------------------                                                    -----------------

<S>                                                                            <C>
Section 310(a)(1).......................................................             609
      (a)(2)............................................................             609
      (a)(3)............................................................       Not Applicable
      (a)(4)............................................................       Not Applicable
      (a)(5)............................................................             609
      (b)...............................................................          608, 610
      (c)...............................................................       Not Applicable
Section 311(a)..........................................................             613
      (b)...............................................................             613
Section 312(a)..........................................................           702(b)
      (b)...............................................................           702(c)
      (c)...............................................................           703(a)
Section 313(a)..........................................................           703(a)
      (b)...............................................................           703(a)
      (c)...............................................................           703(a)
      (d)...............................................................           703(b)
Section 314(a)..........................................................          704, 1004
      (b)...............................................................       Not Applicable
      (c)(1)............................................................             102
      (c)(2)............................................................             102
      (c)(3)............................................................       Not Applicable
      (d)...............................................................       Not Applicable
      (e)...............................................................             102
Section 315(a)..........................................................             601
      (b)...............................................................             602
      (c)...............................................................             601
      (d)...............................................................             601
      (e)...............................................................             514
Section 316(a)..........................................................             101
      (a)(1)(A).........................................................         104(h), 502
                                                                                     512
                                                                                 104(h), 513
      (a)(1)(B).........................................................         104(h), 513
      (a)(2)............................................................       Not Applicable
      (b)...............................................................             508
      (c)...............................................................           104(h)
Section 317(a)(1).......................................................             503
      (a)(2)............................................................             504
      (b)...............................................................            1003
Section 318(a)..........................................................             107
      (b)...............................................................             107
</TABLE>


<PAGE>   3

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----

<S>                                                                                       <C>
ARTICLE ONE  Definitions and Other Provisions of General Application.......................1

        Section 101.    Definitions........................................................1
        Section 102.    Compliance Certificates and Opinions...............................8
        Section 103.    Form of Documents Delivered to Trustee.............................9
        Section 104.    Acts of Holders....................................................9
        Section 105.    Notices, etc., to Trustee and Company.............................11
        Section 106.    Notice to Holders; Waiver.........................................11
        Section 107.    Conflict with Trust Indenture Act.................................12
        Section 108.    Effect of Headings and Table of Contents..........................12
        Section 109.    Successors and Assigns............................................12
        Section 110.    Separability Clause...............................................13
        Section 111.    Benefits of Indenture.............................................13
        Section 112.    Governing Law.....................................................13
        Section 113.    Legal Holidays....................................................13
        Section 114.    Counterparts......................................................13

ARTICLE TWO  Debt Security Forms..........................................................13

        Section 201.    Forms Generally...................................................13
        Section 202.    Form of Trustee's Certificate of Authentication...................14
        Section 203.    Debt Securities in Global Form....................................14

ARTICLE THREE  The Debt Securities........................................................15

        Section 301.    Amount Unlimited; Issuance in Series..............................15
        Section 302.    Denominations.....................................................18
        Section 303.    Execution, Authentication, Delivery and Dating....................18
        Section 304.    Temporary Debt Securities.........................................21
        Section 305.    Registration; Registration of Transfer and Exchange...............23
        Section 306.    Mutilated, Destroyed, Lost and Stolen Debt Securities.............27
        Section 307.    Payment of Interest; Interest Rights Preserved....................28
        Section 308.    Persons Deemed Owners.............................................30
        Section 309.    Cancellation......................................................30
        Section 310.    Computation of Interest...........................................30
        Section 311.    Certification by a Person Entitled to Delivery of a Bearer
                        Security..........................................................31
        Section 312.    Judgments.........................................................31

ARTICLE FOUR  Satisfaction and Discharge..................................................31

        Section 401.    Satisfaction and Discharge of Indenture...........................31
</TABLE>


                                        i

<PAGE>   4

<TABLE>
<S>                                                                                       <C>
        Section 402.    Application of Trust Money and Eligible Instruments...............33
        Section 403.    Satisfaction, Discharge and Defeasance of Debt Securities of
                          any Series......................................................34

ARTICLE FIVE  Remedies....................................................................36

        Section 501.    Events of Default.................................................36
        Section 502.    Acceleration of Maturity; Rescission and Annulment................37
        Section 503.    Collection of Indebtedness and Suits for Enforcement by Trustee...38
        Section 504.    Trustee May File Proofs of Claim..................................39
        Section 505.    Trustee May Enforce Claims without Possession of Debt
                          Securities or Coupons...........................................40
        Section 506.    Application of Money Collected....................................40
        Section 507.    Limitation on Suits...............................................41
        Section 508.    Unconditional Right of Holders to Receive Principal, Premium
                          and Interest....................................................41
        Section 509.    Restoration of Rights and Remedies................................41
        Section 510.    Rights and Remedies Cumulative....................................42
        Section 511.    Delay or Omission Not Waiver......................................42
        Section 512.    Control by Holders of Debt Securities.............................42
        Section 513.    Waiver of Past Defaults...........................................42
        Section 514.    Undertaking for Costs.............................................43
        Section 515.    Waiver of Stay or Extension Laws..................................43

ARTICLE SIX  The Trustee..................................................................44

        Section 601.    Certain Duties and Responsibilities...............................44
        Section 602.    Notice of Default.................................................45
        Section 603.    Certain Rights of Trustee.........................................45
        Section 604.    Not Responsible for Recitals or Issuance of Debt Securities.......46
        Section 605.    May Hold Debt Securities or Coupons...............................46
        Section 606.    Money Held in Trust...............................................46
        Section 607.    Compensation and Reimbursement....................................47
        Section 608.    Disqualification; Conflicting Interests...........................47
        Section 609.    Corporate Trustee Required: Eligibility...........................47
        Section 610.    Resignation and Removal: Appointment of Successor.................48
        Section 611.    Acceptance of Appointment by Successor............................50
        Section 612.    Merger, Conversion, Consolidation or Succession to Business.......51
        Section 613.    Preferential Collection of Claims Against Company.................51
        Section 614.    Authenticating Agent..............................................51

ARTICLE SEVEN  Holders' Lists and Reports By Trustee and Company..........................53

        Section 701.    Company to Furnish Trustee Names and Addresses of Holders.........53
        Section 702.    Preservation of Information: Communications to Holders............53
        Section 703.    Reports by Trustee................................................53
        Section 704.    Reports by Company................................................54
</TABLE>


                                       ii

<PAGE>   5

<TABLE>
<S>                                                                                      <C>
ARTICLE EIGHT  Consolidation, Merger, Conveyance, Transfer or Lease.......................54

        Section 801.    Company May Consolidate, etc. Only on Certain Terms...............54
        Section 802.    Successor Corporation Substituted.................................55

ARTICLE NINE  Supplemental Indentures.....................................................55

        Section 901.    Supplemental Indentures without Consent of Holders................55
        Section 902.    Supplemental Indentures with Consent of Holders...................56
        Section 903.    Execution of Supplemental Indentures..............................57
        Section 904.    Effect of Supplemental Indentures.................................58
        Section 905.    Conformity with Trust Indenture Act...............................58
        Section 906.    Reference in Debt Securities to Supplemental Indentures...........58

ARTICLE TEN  Covenants  58

        Section 1001.   Payment of Principal, .Premium and Interest.......................58
        Section 1002.   Maintenance of Office or Agency...................................58
        Section 1003.   Money for Debt Securities Payments to Be Held in Trust............60
        Section 1004.   [Reserved]........................................................61
        Section 1005.   Restrictions Upon Sale or Issuance of Capital Stock of Certain
                        Subsidiary Banks..................................................61
        Section 1006.   Payment of Additional Amounts.....................................62
        Section 1007.   Officers' Certificate as to Default...............................62
        Section 1008.   Waiver of Certain Covenants.......................................63
        Section 1009.   Calculation of Original Issue Discount............................63

ARTICLE ELEVEN  Redemption of Debt Securities.............................................63

        Section 1101.   Applicability of Article..........................................63
        Section 1102.   Election to Redeem; Notice to Trustee.............................63
        Section 1103.   Selection by Trustee of Debt Securities to be Redeemed............64
        Section 1104.   Notice of Redemption..............................................64
        Section 1105.   Deposit of Redemption Price.......................................65
        Section 1106.   Debt Securities Payable on Redemption Date........................65
        Section 1107.   Debt Securities Redeemed in Part..................................66

ARTICLE TWELVE  Sinking Funds.............................................................66

        Section 1201.   Applicability of Article..........................................66
        Section 1202.   Satisfaction of Sinking Fund Payments with Debt Securities........67
        Section 1203.   Redemption of Debt Securities for Sinking Fund....................67

ARTICLE THIRTEEN  Repayment at the Option of Holders......................................68

        Section 1301.   Applicability of Article..........................................68
        Section 1302.   Repayment of Debt Securities......................................68
        Section 1303.   Exercise of Option; Notice........................................68
</TABLE>


                                      iii

<PAGE>   6

<TABLE>
<S>                                                                                      <C>
        Section 1304.   Election of Repayment by Remarketing Entities.....................69
        Section 1305.   Securities Payable on the Repayment Date..........................69

ARTICLE FOURTEEN  Meetings of Holders of Debt Securities..................................70

        Section 1401.   Purposes for Which Meetings May Be Called.........................70
        Section 1402.   Call, Notice and Place of Meetings................................70
        Section 1403.   Persons Entitled to Vote at Meetings..............................70
        Section 1404.   Quorum; Action....................................................70
        Section 1405.   Determination of Voting Rights; Conduct and Adjournment of
                        Meetings..........................................................71
        Section 1406.   Counting Votes and Recording Action of Meetings...................72

ARTICLE FIFTEEN  Defeasance...............................................................72

        Section 1501.   Termination of Company's Obligations..............................72
        Section 1502.   Repayment to Company..............................................74
        Section 1503.   Indemnity for Eligible Instruments................................74
</TABLE>

                                       iv

<PAGE>   7


        INDENTURE (the "Indenture") dated as of __________, 2001, between
IndyMac Bancorp, Inc., a Delaware corporation (hereinafter called the
"Company"), having its principal place of business at 155 North Lake Avenue,
Pasadena, California 91101 and The Bank of New York (hereinafter called the
"Trustee"), a New York banking corporation duly organized and validly existing
under the laws of the state of New York having its Corporate Trust Office at 101
Barclay Street, New York, New York 10286.

                             RECITALS OF THE COMPANY

        The Company has duly authorized the execution and deliver, of this
Indenture to provide for the issuance from time to time of its debentures,
notes, bonds and other evidences of indebtedness (herein called the "Debt
Securities").

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Debt
Securities of any series created and issued on or after the date hereof by the
Holders thereof, it is mutually covenanted and agreed for the benefit of all
Holders of such Debt Securities or of any such series, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

        SECTION 101. Definitions

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

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

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

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


                                       1
<PAGE>   8

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

        Certain terms used principally in Article Six are defined in that
Article.

        "Act" when used with respect to any Holder has the meaning specified in
Section 104.

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

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

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

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

        "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee. Where any provision of this
Indenture refers to action to be taken pursuant to a Board Resolution (including
the establishment of any series of the Debt Securities and the forms and terms
thereof), such action may be taken by any committee of the Board or the Company
or any officer or employee of the Company authorized to take such action by a
Board Resolution.

        "Business Day", when used with respect to any Place of Payment, means
any day which is not a Saturday or Sunday and which is not a legal holiday or a
day on which banking institutions or trust companies in that Place of Payment
are authorized or obligated by law or executive order to close.

        "Capital Stock" means, as to shares of a corporation, outstanding shares
of stock of any class, whether now or hereafter authorized, irrespective of
whether such class shall be limited to a fixed sum or percentage in respect of
the rights of the holders thereof to participate in dividends and in the
distribution of assets upon the voluntary liquidation, dissolution or winding up
of such corporation.



                                       2
<PAGE>   9

        "CEDEL" or "CEDEL S.A." means Centrale de Livraison de Valeurs
Mobilieres S.A.

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

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

        "Company Request" and "Company Order" mean, respectively, except as
otherwise provided in this Indenture, a written request or order signed in the
name of the Company by the Chairman of the Board, a Vice Chairman of the Board,
the President or a Vice President (any references to a Vice President of the
Company herein shall be deemed to include any Vice President of the Company
whether or not designated by a number or word or words added before or after the
title "Vice President"), the Treasurer, an Assistant Treasurer, the Controller,
an Assistant Controller, Secretary or an Assistant Secretary of the Company or
by another officer of the Company duly authorized to sign by a Board Resolution,
and delivered to the Trustee.

        "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of original execution of this Indenture is located at
101 Barclay Street, New York, New York 10286.

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

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

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

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

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

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

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



                                       3
<PAGE>   10

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

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

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

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

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

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

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

        "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and Foreign Currencies in respect of the
principal of (and premium, if any) and interest on Debt Securities denominated
in ECU, any other composite currency or Foreign Currency, and signed by the
Chairman of the Board, a Vice Chairman of the Board, the President, the
Treasurer or any Assistant Treasurer of the Company or the Exchange Rate Agent
appointed pursuant to Section 301, and delivered to the Trustee.

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

        "Global Exchange Agent" has the meaning specified in Section 301.

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

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

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

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



                                       4
<PAGE>   11

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

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

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

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

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

        "Original Issue Discount Security" means any Debt Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 502.

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

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

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

                (iii) Debt Securities in exchange for or in lieu of which other
        Debt Securities have been authenticated and delivered, or which have
        been paid, pursuant to this Indenture:

provided, however, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder. Debt Securities
owned by the Company or any other obligor upon the Debt Securities or any,
Affiliate of the Company or of such other obligor shall be disregarded



                                       5
<PAGE>   12

and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon such request, demand, authorization,
direction, notice, consent or waiver, only Debt Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Debt Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Debt Securities and that the
pledgee is not the Company or any other obligor upon the Debt Securities or any
Affiliate of the Company or of such other obligor.

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

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

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

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

        "Principal Subsidiary Bank" means any Subsidiary Bank at the time having
total assets as set forth in its most recent statement of condition equal to
more than 10% of the total consolidated assets of the Company and its
Subsidiaries determined on a consolidated basis from the Company's most recent
financial statements filed with the Commission pursuant to the Securities
Exchange Act of 1934.

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

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

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

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

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



                                       6
<PAGE>   13

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

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

        "Responsible Officer" when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such person's knowledge of and
familiarity with the particular subject.

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

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

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

        "Subsidiary" means any corporation more than 50% of the outstanding
shares of Voting Stock, except for directors' qualifying shares, of which shall
at the time be owned, directly or indirectly, by the Company or by one or more
of the Subsidiaries, or by the Company and one or more other Subsidiaries.

        "Subsidiary Bank" means any commercial bank or trust company organized
in the United States under Federal or state law, at least a majority of the
shares of the Voting Stock of which shall at the time be owned directly or
indirectly, by the Company or by one or more Subsidiaries or by the Company and
one or more Subsidiaries.

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

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

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



                                       7
<PAGE>   14

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

        "U.S. Government Obligations" means direct obligations of the United
States for the payment of which its full faith and credit is pledged or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States, and shall also include a depository receipt issued by a bank (as defined
in Section 3(a)(2) of the Securities Act of 1933, as amended) as custodian with
respect to any such U.S. Government Obligation or a specific payment of
principal of or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal of or interest on the U.S.
Government Obligation evidenced by such depository receipt.

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

        SECTION 102.  Compliance Certificates and Opinions.

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

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

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

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

               (3) a statement that, in the opinion of each such individual, he
        or she has made such examination or investigation as is necessary to
        enable him or her to express an



                                       8
<PAGE>   15

        informed opinion as to whether or not such covenant or condition has
        been complied with; and

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

        SECTION 103. Form of Documents Delivered to Trustee.

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

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

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

        SECTION 104.  Acts of Holders.

        (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided 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. If Debt Securities of a series are issuable in whole or in
part as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may, alternatively, be embodied in and evidenced by the
record of Holders of Debt Securities voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Debt
Securities duly called and held in accordance with the provisions of Article
Fourteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee,
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
the holding by any Person of a Debt



                                       9
<PAGE>   16

Security shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of Debt
Securities shall be proved in the manner provided in Section 1406.

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

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

            (d) The principal amount and serial numbers of Bearer Securities
held by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by am, trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be satisfactory,
showing that at the date therein mentioned such Person had on deposit with such
depositary, or exhibited to it, the Bearer Securities in the amount and with the
serial numbers therein described: or such facts may be proved by the certificate
or affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced to
the Trustee by some other person, or (3) such Bearer Security is surrendered in
exchange for a Registered Security, or (4) such Bearer Security is no longer
Outstanding.

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

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

            (g) For purposes of determining the principal amount of
Outstanding Debt Securities of any series of Holders of which are required,
requested or permitted to give any request, demand, authorization, direction,
notice, consent, waiver or take any other Act under this Indenture, (i) each
Original Issue Discount Security shall be deemed to have the principal amount
determined by the Trustee that could be declared to be due and payable pursuant
to the terms of such Original Issue Discount Security as of the date there is
delivered to the Trustee and, where it is hereby expressly required, to the
Company, such Act by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series and (ii) each Debt



                                       10
<PAGE>   17

Security denominated in a Foreign Currency or composite currency shall be deemed
to have the principal amount determined by the Exchange Rate Agent by converting
the principal amount of such Debt Security in the currency in which such Debt
Security is denominated into Dollars at the Exchange Rate as of the date such
Act is delivered to the Trustee and, where it is hereby expressly required, to
the Company, by Holders of the required aggregate principal amount of the
Outstanding Debt Securities of such series (or, if there is no such rate on such
date, such rate on the date determined as specified as contemplated in Section
301).

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

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

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

                (1) the Trustee by any Holder or by the Company shall be
        sufficient for every purpose hereunder (unless otherwise herein
        expressly provided), if made, given, furnished or filed in writing
        (which may be via original or facsimile) to or with the Trustee at its
        Corporate Trust Office and which shall be deemed delivered when actually
        received by a Responsible Officer of the Trustee, 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 the attention of its Secretary at
        the address of its principal office specified in the first paragraph of
        this instrument or at any other address previously furnished in writing
        to the Trustee by the Company.

        SECTION 106. Notice to Holders; Waiver.

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



                                       11
<PAGE>   18

require, in any other required city outside the United States or, if not
practicable, in Europe on a Business Day at least twice, the first such
publication to be not later than the latest date and not earlier than the
earliest date prescribed for the giving of such notice.

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

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

        Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such 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.

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

        SECTION 107.  Conflict with Trust Indenture Act.

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

        SECTION 108.  Effect of Headings and Table of Contents.

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

        SECTION 109.  Successors and Assigns.

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



                                       12
<PAGE>   19

        SECTION 110.  Separability Clause.

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

        SECTION 111.  Benefits of Indenture.

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

        SECTION 112.  Governing Law.

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

        SECTION 113.  Legal Holidays.

        In any case where any Interest Payment Date, Redemption Date, Repayment
Date or Stated Maturity of any Debt Security shall not be a Business Day at any
Place of Payment, then (notwithstanding any other provision of this Indenture or
of the Debt Securities or, coupons) 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, Redemption Date,
Repayment Date or at the Stated Maturity, and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date,
Redemption Date, Repayment Date or Stated Maturity, as the case may be.

        SECTION 114.  Counterparts.

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

                                   ARTICLE TWO

                               DEBT SECURITY FORMS

        SECTION 201.  Forms Generally.

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



                                       13
<PAGE>   20

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

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

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

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

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

                                            THE BANK OF NEW YORK

                                            as Trustee


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

                                            Dated:
                                                  ------------------------------

        SECTION 203.  Debt Securities in Global Form.

        If Debt Securities of a series are issuable in whole or in part in
global form, as specified as contemplated by Section 301, then, notwithstanding
clause (10) of Section 301 and the provisions of Section 302, such Global
Security shall represent such of the outstanding Debt Securities of such series
as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Debt Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Debt Securities represented
thereby may from time to time be reduced to reflect exchanges. Any endorsement
of a Global Security to reflect the amount, or any increase or decrease in the
amounts, of Outstanding Debt Securities represented thereby shall be made in
such manner and upon instructions given by such Person or Persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 303 or Section 304.



                                       14
<PAGE>   21

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

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

                                  ARTICLE THREE

                               THE DEBT SECURITIES

        SECTION 301. Amount Unlimited; Issuance in Series.

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

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

                (1) the title of the Debt Securities of the series and the CUSIP
        numbers (which shall distinguish the Debt Securities of the series from
        all other Debt Securities), if available at the time the series is
        established;

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

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

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

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



                                       15
<PAGE>   22

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

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

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

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

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

                (10) if Debt Securities of the series are to be issuable
        initially in the form of a temporary Global Security, the circumstances
        under which the temporary Global Security can be exchanged for
        definitive Debt Securities and whether the definitive Debt Securities
        will be Registered and/or Bearer Securities and will be in global form
        and whether interest in respect of any portion of such Global Security
        payable in respect of an Interest Payment Date prior to the Global
        Exchange Date shall be paid to any clearing organization with respect to
        a portion of such Global Security held for its account and, in such
        event, the terms and conditions (including any certification
        requirements) upon which any such interest payment received by a
        clearing organization will be credited to the Persons entitled to
        interest payable on such Interest Payment Date if other than as provided
        in this Article Three;

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

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



                                       16
<PAGE>   23

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

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

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

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

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

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

                (19) any other covenant or warranty included for the benefit of
        the Debt Securities of the series in addition to (and not inconsistent
        with) those set forth herein for the benefit of Debt Securities of all
        series, or any other covenant or warranty included for the benefit of
        Debt Securities of the series in lieu of any covenant or warranty set
        forth herein for the benefit of Debt Securities of all series, or any
        provision that any covenant or warranty set forth herein for the benefit
        of Debt Securities of all series shall not be for the benefit of Debt
        Securities of such series, or any combination of such covenants,
        warranties or provisions and whether the provisions of Section 1008 will
        not apply such covenants and warranties;

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

                (21) the Person or Persons who shall be Security Registrar for
        the Debt Securities of such series if other than the Trustee, and the
        place or places where the



                                       17
<PAGE>   24

        Security Register for such series shall be maintained and the Person or
        Persons who will be the initial Paying Agent or Agents, if other than
        the Trustee; and

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

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

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

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

        SECTION 302. Denominations.

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

        SECTION 303. Execution, Authentication, Delivery and Dating.

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

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



                                       18
<PAGE>   25

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

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

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

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

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

                (iii) an Officers' Certificate setting forth the form and terms
        of the Debt Securities of such series and coupons, if any, pursuant to
        Sections 201 and 301 and stating that all conditions precedent provided
        for in this Indenture relating to the issuance of such Debt Securities
        have been complied with; and

                (iv) an Opinion of Counsel stating

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

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



                                       19
<PAGE>   26

                        (C) that such Debt Securities and coupons, if any, when
                authenticated and delivered by, the Trustee and issued by the
                Company in the manner and subject to any conditions specified in
                such Opinion of Counsel, will constitute legal, valid and
                binding obligations of the Company, enforceable in accordance
                with their terms, subject, as to enforcement of remedies, to
                applicable bankruptcy, reorganization, insolvency, moratorium or
                other laws affecting creditors' rights generally and the
                application of general principles of equity and except further
                as enforcement thereof may be limited by (i) requirements that a
                claim with respect to any Debt Securities denominated other than
                in Dollars (or a Foreign Currency or currency unit judgment in
                respect of such claim) be converted into Dollars at a rate of
                exchange prevailing on a date determined pursuant to applicable
                law or (ii) governmental authority to limit, delay or prohibit
                the making of payments in Foreign Currencies or currency units
                or payments outside the United States.

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

            (d) The Trustee shall have the right to decline to authenticate and
deliver any Debt Securities under this Section 303 if the issuance of such Debt
Securities will adversely affect the Trustee's own rights, duties or immunities
under the Debt Securities and this Indenture or otherwise in a manner which is
not reasonably acceptable to the Trustee.

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

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

            (g) No Debt Security or coupon attached thereto shall be entitled to
any benefit under this Indenture or be valid or obligatory for any purpose,
unless there appears on such Debt Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee, and such
certificate upon any Debt Security shall be conclusive evidence, and the only
evidence, that such Debt Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306, the Trustee shall not
authenticate and deliver any- Bearer Security unless all appurtenant coupons for
interest then matured have been detached and cancelled. Notwithstanding the
foregoing, if any Debt Security or portion thereof shall have been duly
authenticated and delivered hereunder but never issued and sold by the



                                       20
<PAGE>   27

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

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

        SECTION 304. Temporary Debt Securities.

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

            (b) Unless otherwise provided pursuant to Section 301:

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

                (ii) If Debt Securities of any series are issued in temporary
        global form, any such temporary Global Security shall, unless otherwise
        provided



                                       21
<PAGE>   28

        pursuant to Section 301, be delivered to the Depositary for the benefit
        of Euroclear and CEDEL S.A., for credit to the respective accounts of
        the beneficial owners of such Debt Securities (or to such other accounts
        as they may direct).

                (iii) Without unnecessary delay but in any event not later than
        the date specified in, or determined pursuant to the terms of, any such
        temporary Global Security (the "Global Exchange Date"), the Company
        shall deliver definitive Debt Securities to the Trustee or the agent
        appointed by the Company pursuant to Section 301 to effect the exchange
        of the temporary Global Security for definitive Debt Securities (the
        "Global Exchange Agent"), in an aggregate principal amount equal to the
        principal amount of such temporary Global Security, executed by the
        Company, On or after the Global Exchange Date, such temporary Global
        Security shall be surrendered by the Depositary to the Global Exchange
        Agent, to be exchanged, in whole or from time to time in part, for
        definitive Debt Securities without charge and the Trustee or the Global
        Exchange Agent, if authorized by the Trustee pursuant to Section 614,
        shall authenticate and deliver, in exchange for each portion of such
        temporary Global Security, an equal aggregate principal amount of
        definitive Debt Securities of the same series of authorized
        denominations and of like tenor and terms as the portion of such
        temporary Global Security to be exchanged. Upon any exchange of a part
        of such temporary Global Security for definitive Debt Securities, the
        portion of the principal amount and any interest thereon so exchanged
        shall be endorsed by the Global Exchange Agent on a schedule to such
        temporary Global Security, whereupon the principal amount and interest
        payable with respect to such temporary Global Security shall be reduced
        for all purposes by the amount so exchanged and endorsed. The definitive
        Debt Securities to be delivered in exchange for any such temporary
        Global Security shall be in bearer form, registered form, global
        registered form or global bearer form, or any combination thereof, as
        specified as contemplated by Section 301, and, if any combination
        thereof is so specified, as requested by the beneficial owner thereof;
        provided, however, that, in the case of the exchange of the temporary
        Global Security for definitive Bearer Securities (including a definitive
        Global Bearer Security), upon such presentation by the Depositary, such
        temporary Global Security shall be accompanied by a certificate signed
        by Euroclear as to the portion of such temporary Global Security held
        for its account then to be exchanged and a certificate signed by CEDEL
        S.A. as to the portion of such temporary Global Security held for its
        account then to be exchanged, each in the form set forth in Exhibit B to
        this Indenture, unless such certificates) shall have been provided
        earlier pursuant to section 304(b)(v) hereof: and provided, further,
        that definitive Bearer Securities (including a definitive Global Bearer
        Security) shall be delivered in exchange for a portion of a temporary
        Global Security only in compliance with the requirements of Section 303.

                (iv) The interest of a beneficial owner of Debt Securities of a
        series in a temporary Global Security shall be exchanged for definitive
        Debt Securities of the same series and of like tenor and terms following
        the Global Exchange Date when the account holder instructs Euroclear or
        CEDEL S.A., as the case may be, to request such exchange on such account
        holder's behalf and, in the case of the



                                       22
<PAGE>   29

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

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

        SECTION 305. Registration; Registration of Transfer and Exchange.

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



                                       23
<PAGE>   30

for the purpose of registering such Debt Securities and transfers and exchanges
of such Debt Securities as herein provided.

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

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

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

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

        If at any time the Depositary for the Debt Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Debt Securities of such series or if at



                                       24
<PAGE>   31

any time the Depositary for the Debt Securities of such series shall no longer
be eligible under Section 303(h), the Company shall appoint a successor
Depositary with respect to the Debt Securities of such series. If a successor
Depositary, for the Debt Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's election pursuant to Section 301(9) shall
no longer be effective with respect to the Debt Securities of such series and
the Company will execute, and the Trustee, upon receipt of a Company Order for
the authentication and delivery of definitive Debt Securities of such series,
will authenticate and deliver. Debt Securities of such series in definitive form
in an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such series in exchange for such Global
Security or Securities.

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

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

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

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

        In any exchange provided for in any of the preceding three paragraphs,
the Company will execute and the Trustee will authenticate and deliver Debt
Securities (a) in definitive registered form in authorized denominations, if the
Debt Securities of such series are issuable as Registered Securities, (b) in
definitive bearer form in authorized denominations, with coupons attached, if
the Debt Securities of such series are issuable as Bearer Securities or (c) as
either Registered or Bearer Securities, as shall be specified by the beneficial
owner thereof, if the Debt Securities of such series are issuable in either
form; provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Global Security unless the Company or its agent
shall have received from the person entitled to receive the definitive Bearer
Security a certificate



                                       25
<PAGE>   32

substantially in the form set forth in Exhibit A-1 and, if applicable, A-2
hereto: and provided further that delivery of a Bearer Security shall occur only
outside the United States: and provided further that no definitive Bearer
Security will be issued if the Company has reason to know that any such
certificate is false.

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

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

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

        No charge to any Holder shall be made for any registration of transfer
or exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer, registration of transfer or exchange of Debt
Securities, other than exchanges expressly provided in this Indenture to be made
at the Company's own expense or without expense or without charge to the
Holders.

        The Company shall not be required (i) to issue, register the transfer of
or exchange Debt Securities of any particular series to be redeemed for a period
of fifteen days preceding the first publication of the relevant notice of
redemption or, if Registered Securities are outstanding and there is no
publication, the mailing of the relevant notice of redemption of Debt Securities
of such series selected for redemption under Section 1103 and ending at the
close of business on the day of such mailing, or (ii) to register the transfer
of or exchange any Registered Security so selected for redemption in whole or in
part, except the unredeemed portion of such Registered



                                       26
<PAGE>   33

Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged for
a Registered Security of like tenor and terms of that series, provided that such
Registered Security shall be simultaneously surrendered for redemption.

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

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

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

        In case any such mutilated, destroyed, lost or stolen Debt Security or
coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Debt Security, pay such Debt Security
or coupon; provided, however, that payment of principal of (and premium, if any)
and any interest on Bearer Securities shall, except as otherwise provided in
Section 1002, be payable only at an office or agency located outside the United
States: and provided, further, that, with respect to any such coupons, interest
represented thereby (but not any additional amounts payable as provided in
Section 1006), shall be payable only upon presentation and surrender of the
coupons appertaining thereto.

        Upon the issuance of any new Debt Security or coupons under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that



                                       27
<PAGE>   34

may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trustee and printing expenses) connected therewith.

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

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

        SECTION 307. Payment of Interest; Interest Rights Preserved.

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

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

                (1) The Company may elect to make payment of any Defaulted
        Interest to the Persons in whose names the Registered Securities of such
        series (or their respective Predecessor Securities) are registered at
        the close of business on a Special Record Date for the payment of such
        Defaulted Interest, which shall be fixed in the following manner. The
        Company shall notify the Trustee in writing of the amount of Defaulted
        Interest proposed to be paid on each Registered Security of such series
        and the date of the



                                       28
<PAGE>   35

        proposed payment, and at the same time the Company shall deposit with
        the Trustee an amount of money and/or, to the extent such Debt
        Securities are denominated and payable in Dollars only, Eligible
        Instruments the payments of principal and interest on which when due
        (and without reinvestment and providing no tax liability will be imposed
        upon the Trustee or the Holder of such Registered Securities) will
        provide money in such amounts as will (together with any money
        irrevocably deposited in trust with the Trustee, without investment) be
        equal to the aggregate amount proposed to be paid in respect of such
        Defaulted Interest or shall make arrangements satisfactory to the
        Trustee for such deposit prior to the date of the proposed payment, such
        money and/or Eligible Instruments when deposited to be held in trust for
        the benefit of the Persons entitled to such Defaulted Interest as in
        this Clause provided. Thereupon the Trustee shall fix a Special Record
        Date for the payment of such Defaulted Interest which shall be not more
        than 15 days and not less than 10 days prior to the date of the proposed
        payment and not less than 10 days after the receipt by the Trustee of
        the written notice of the proposed payment. The Trustee shall promptly
        notify the Company of such Special Record Date. Unless the Trustee is
        acting as the Security Registrar, promptly after such Special Record
        Date, the Company shall furnish the Trustee with a list, or shall make
        arrangements satisfactory to the Trustee with respect thereto, of the
        names and addresses of, and principal amounts of Registered Securities
        of such series held by, the Holders appearing on the Security Register
        at the close of business on such Special Record Date. In the name and at
        the expense of the Company, the Trustee shall cause notice of the
        proposed payment of such Defaulted Interest and the Special Record Date
        therefor to be mailed, first-class postage prepaid, to each Holder of
        Registered Securities of such series at his address as it appears in the
        Security Register, not less than 10 days prior to such Special Record
        Date. Notice of the proposed payment of such Defaulted Interest and the
        Special Record Date therefor having been mailed as aforesaid, such
        Defaulted Interest shall be paid to the Persons in whose names the
        Registered Securities of such series (or their respective Predecessor
        Securities) are registered at the close of business on such Special
        Record Date and shall no longer be payable pursuant to the following
        Clause (2). In case a Bearer Security of any series is surrendered at
        the office or agency in a Place of Payment for such series in exchange
        for a Registered Security of such series after the close of business at
        such office or agency on any Special Record Date and before the opening
        of business at such office or agency on the related proposed date for
        payment of Defaulted Interest, such Bearer Security shall be surrendered
        without the coupon relating to such proposed date of payment and
        Defaulted Interest will not be payable on such proposed date of payment
        in respect of the Registered Security issued in exchange for such Bearer
        Security, but will be payable only to the Holder, of such coupon when
        due in accordance with the provisions of this Indenture.

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



                                       29
<PAGE>   36

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

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

        SECTION 308.  Persons Deemed Owners.

        Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or of the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of receiving
payment of principal of (and premium, if any) and (subject to Section 307)
interest on such Registered Security and for all other purposes whatsoever,
whether or not such Registered Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

        The Company, the Trustee and any agent of the Company or the Trustee may
treat the bearer of any Bearer Security and the bearer of any coupon as the
absolute owner of such Bearer Security or coupon for the purpose of receiving
payment thereof or on account thereof and for all other purposes whatsoever,
whether or not such Bearer Security or coupon be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

        SECTION 309.  Cancellation.

        Unless otherwise provided with respect to a series of Debt Securities,
all Debt Securities and coupons surrendered for payment, redemption, repayment,
transfer, exchange or credit against any sinking fund payment pursuant to this
Indenture, shall, if surrendered to the Company or any agent of the Company, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Debt Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be destroyed and certification
of their destruction delivered to the Company unless by a Company Order the
Company shall direct that the cancelled Debt Securities or coupons be returned
to it.

        SECTION 310. Computation of Interest.



                                       30
<PAGE>   37

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

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

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

        SECTION 312. Judgments.

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

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

        SECTION 401. Satisfaction and Discharge of Indenture.

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



                                       31
<PAGE>   38

Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture when

                (1) either

                        (A) all Debt Securities theretofore authenticated and
                delivered and all coupons appertaining thereto (other than (i)
                coupons appertaining to Bearer Securities surrendered in
                exchange for Registered Securities and maturing after such
                exchange, surrender of which is not required or has been waived
                as provided in Section 305, (ii) Debt Securities and coupons
                which have been destroyed, lost or stolen and which have been
                replaced or paid as provided in Section 306, (iii) coupons
                appertaining to Bearer Securities called for redemption or
                surrendered for repayment and maturing after the relevant
                Redemption Date or Repayment Date, as appropriate, surrender of
                which has been waived as provided in Section 1106 or 1303 and
                (iv) Debt Securities and coupons for whose payment money and/or
                Eligible Instruments have theretofore been deposited in trust or
                segregated and held in trust by the Company and thereafter
                repaid to the Company or discharged from such trust, as provided
                in Section 1003) have been delivered to the Trustee cancelled or
                for cancellation: or

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

                                (i) have become due and payable, or

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

                                (iii) are to be called for redemption within one
                        year under arrangements satisfactory to the 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 (B)(i), (B)(ii) or (B)(iii) above, has
        irrevocably deposited or caused to be deposited with the Trustee as
        trust funds in trust for the purpose money and/or, to the extent such
        Debt Securities are denominated and payable in Dollars only. Eligible
        Instruments the payments of principal and interest on which when due
        (and without reinvestment and providing no tax liability, will be
        imposed upon the Trustee or the Holders of Debt Securities) will provide
        money in such amounts as will (together with any money irrevocably
        deposited in trust with the Trustee, without investment) be sufficient
        to pay and discharge the entire indebtedness on such Debt Securities and
        coupons of such series for principal (and premium, if any) and interest,
        and any mandatory sinking fund, repayment or analogous payments thereon,
        on the scheduled due dates therefor to the date of such deposit (in the
        case of Debt Securities and coupons which have become due and payable)
        or to the Stated Maturity or Redemption Date, if any, and all Repayment
        Dates (in the case of Debt Securities repayable at the option of the
        Holders thereof); provided, however, that in the event a petition for
        relief under the



                                       32
<PAGE>   39

        Bankruptcy Reform Act of 1978 or a successor statute is filed with
        respect to the Company within 91 days after the deposit, the obligations
        of the Company under the Indenture with respect to the Debt Securities
        of such series shall not be deemed terminated or discharged, and in such
        event the Trustee shall be required to return the deposited money and
        Eligible Instruments then held by the Trustee to the Company;

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

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

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

        SECTION 402. Application of Trust Money and Eligible Instruments.

        (a) Subject to the provisions of the last paragraph of Section 1003, all
money and Eligible Instruments deposited with the Trustee pursuant to Section
401, 403 or 1501 shall be held in trust and such money and the principal and
interest received on such Eligible Instruments shall be applied by it, in
accordance with the provisions of the Debt Securities, the coupons and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money or Eligible Instruments have been
deposited with the Trustee.

        (b) The Trustee shall deliver or pay to the Company from time to time
upon Company Request any Eligible Instruments or money held by it as provided in
Section 403 or 1501 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are then in excess of the amount thereof which then
would have been required to be deposited for the purpose for which such Eligible
Instruments or money were deposited or received.

        (c) If this Section 402(c) is specified, as contemplated by Section 301,
to be applicable to the Debt Securities of any series, the Trustee shall deliver
to the Company from time to time upon Company Request any Eligible Instruments
held by it as provided in Section 403 or 1501, provided that the Company in
substitution therefor simultaneously delivers to the Trustee, money or other
Eligible Instruments which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, would then be sufficient to satisfy the Company's
payment obligations in respect of the Debt Securities in the manner contemplated
by Section 403 or 1501.



                                       33
<PAGE>   40

        SECTION 403. Satisfaction, Discharge and Defeasance of Debt Securities
of any Series.

        If this Section 403 is specified, as contemplated by Section 301, to be
applicable to Debt Securities of any series, then, notwithstanding Section 401,
(i) the Company shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Debt Securities of any such series and
related coupons; (ii) the provisions of this Indenture as it relates to such
Outstanding Debt Securities and related coupons shall no longer be in effect
(except as to the rights of Holders of Debt Securities to receive, from the
trust fund described in subparagraph (1) below, payment of (x) the principal of
(and premium, if any) and any installment of principal of (and premium, if any)
or interest on such Debt Securities and related coupons on the Stated Maturity
of such principal (and premium, if any) or installment of principal (and
premium, if any) or interest or (y) any mandatory sinking fund, repayment or
analogous payments applicable to the Debt Securities of that series on that day
on which such payments are due and payable in accordance with the terms of this
Indenture and of such Debt Securities, the Company's obligations with respect to
such Debt Securities under Sections 304, 305, 306, 1002, 1003 and 1006 and the
rights, powers, trusts, duties and immunities of the Trustee hereunder,
including those under Section 607 hereof); and (iii) the Trustee, at the expense
of the Company, shall, upon Company Order, execute proper instruments
acknowledging satisfaction and discharge of such indebtedness, when

        (1) either

                (A) with respect to all Outstanding Debt Securities of such
        series and related coupons, with reference to this Section 403, the
        Company has deposited or caused to be deposited with the Trustee (or
        another trustee satisfying the requirements of Section 609 who shall
        agree to comply with the provisions of this Section 403 applicable to
        it) irrevocably, as trust funds in trust, money and/or, to the extent
        such Debt Securities are denominated and payable in Dollars only,
        Eligible Instruments the payments of principal and interest on which
        when due (and without reinvestment and providing no tax liability will
        be imposed upon the Trustee or the Holders of such Debt Securities) will
        provide money in such amounts as will (together with any money
        irrevocably deposited in trust with the Trustee, without investment) be
        sufficient to pay and discharge (i) the principal of (and premium, if
        any) and interest on the Outstanding Debt Securities of that series and
        related coupons on the Stated Maturity of such principal or interest or,
        if such series may be redeemed by the Company prior to the Stated
        Maturity thereof, and the Company shall have given irrevocable
        instructions to the Trustee to effect such redemption, at the date fixed
        for such redemption pursuant to Article Eleven, and (ii) any mandatory
        sinking fund payments or analogous payments applicable to Debt
        Securities of such series on the date on which such payments are due and
        payable in accordance with the terms of this Indenture and of such Debt
        Securities; or

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



                                       34
<PAGE>   41

                (2) the Company has paid or caused to be paid all sums payable
        with respect to the Outstanding Debt Securities of such series and
        related coupons;

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

                (4) no Event of Default or event which, with the giving of
        notice or lapse of time, or both, would become an Event of Default with
        respect to the Debt Securities of such series shall have occurred and be
        continuing on the date of such deposit and no Event of Default under
        Section 501(6) or Section 501(7) or event which, with the giving of
        notice or lapse of time, or both, would become an Event of Default under
        Section 501(6) or Section 501(7) shall have occurred and be continuing
        on the 91st day after such date; provided, however, that should that
        condition fail to be satisfied on or before such 91st day, the Trustee
        shall promptly, upon satisfactory receipt of evidence of such failure,
        return such deposit to the Company;

                (5) the Company has delivered to the Trustee an Opinion of
        Counsel to the effect that (a) the Company has received from, or there
        has been published by, the Internal Revenue Service a ruling, or (b)
        since the date of this Indenture there has been a change in applicable
        Federal income tax law, in either case to the effect that, and based
        thereon such Opinion of Counsel shall confirm that, the Holders of Debt
        Securities and related coupons of such series will not recognize income,
        gain or loss for Federal income tax purposes as a result of such
        deposit, defeasance and discharge and will be subject to Federal income
        tax on the same amount and in the same manner and at the same times as
        would have been the case if such deposit, defeasance and discharge had
        not occurred;

                (6) if the Debt Securities of that series are then listed on any
        domestic or foreign securities exchange, the Company shall have
        delivered to the Trustee an Opinion of Counsel to the effect that such
        deposit, defeasance and discharge will not cause such Debt Securities to
        be delisted:

                (7) such deposit shall have been effected in compliance with any
        additional terms, conditions or limitations which may be imposed on the
        Company in connection therewith pursuant to Section 301; and

                (8) the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that all conditions
        precedent herein provided for relating to the satisfaction and discharge
        of the entire indebtedness of all Outstanding Debt Securities and
        related coupons have been complied with.

        Any deposits with the Trustee referred to in Section 403(1)(A) above
shall be irrevocable and shall be made under the terms of an escrow or trust
agreement in form and substance satisfactory to the Trustee. If any Outstanding
Debt Securities of such series are to be redeemed prior to their Stated
Maturity, whether pursuant to any optional redemption provisions or in
accordance with any mandatory sinking fund requirement, the applicable escrow or
trust agreement shall provide therefor and the Company shall make such
arrangements as are



                                       35
<PAGE>   42

satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

        Upon the satisfaction of the conditions set forth in this Section 403
with respect to all the Outstanding Debt Securities of any series, the terms and
conditions of such series, including the terms and conditions with respect
thereto set forth in this Indenture, shall no longer be binding upon, or
applicable to, the Company; provided that the Company shall not be discharged
from any payment obligations in respect of Debt Securities of such series which
are deemed not to be Outstanding under clause (iii) of the definition thereof if
such obligations continue to be valid obligations of the Company under
applicable law.

        Notwithstanding the cessation, termination and discharge of all
obligations, covenants and agreements (except as provided above in this Section
403) of the Company under this Indenture with respect to any series of Debt
Securities, the obligations of the Company to the Trustee under Section 607, and
the obligations of the Trustee under Section 402 and the last paragraph of
Section 1003, shall survive with respect to such series of Debt Securities.

                                  ARTICLE FIVE

                                    REMEDIES

        SECTION 501. Events of Default.

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

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

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

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

                (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 Debt Securities of
        a series other than such series), and continuance of such default or
        breach for a period of 90 days after there as been given by registered
        or certified mail, to the Company by the Trustee, or to the Company and
        the Trustee by the Holders of at least 25% in principal amount of the
        Outstanding Debt Securities of such series, a written notice specifying
        such



                                       36
<PAGE>   43

        default or breach and requiring it to be remedied and stating that such
        notice is a "Notice of Default" hereunder, or

                (5) the failure of the Company, subject to the provisions of
        Section 1008, to observe and perform the covenants contained in Section
        1005; or

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

                (7) the commencement by the Company of a voluntary case or
        proceeding under any applicable Federal or state bankruptcy, insolvency,
        reorganization or other similar law or of any other case or proceeding
        to be adjudicated a bankrupt or insolvent, or the consent by it to the
        entry of a decree or order for relief in respect of the Company in an
        involuntary case or proceeding under any applicable Federal or state
        bankruptcy, insolvency, reorganization or other similar any applicable
        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 similar official of the
        Company or of any substantial part of its property, or the making by it
        of an assignment for the benefit of creditors, or the admission by it in
        writing of its inability to pay its debts generally as they become due,
        or the taking of corporate action by the Company in furtherance of any
        such action; or

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

        SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

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


                                       37
<PAGE>   44


Company in respect of the payment of principal of the Debt Securities of such
series shall terminate.

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

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

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

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

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

                        (D) all sums paid or advanced by the Trustee hereunder
                and the reasonable compensation, expenses, disbursements and
                advances of the Trustee, its agents and counsel;

        and

                (2) all Events of Default with respect to Debt Securities of
        such series, other than the non-payment of the principal of Debt
        Securities of such series which have become due solely by such
        declaration of acceleration, have been cured or waived as provided in
        Section 513.

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

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

                The Company covenants that if:

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

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



                                       38
<PAGE>   45

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

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

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

        SECTION 504. Trustee May File Proofs of Claim.

        In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceedings, or any voluntary, or involuntary case under the Federal
bankruptcy laws as now or hereafter constituted, relative to the Company or any
other obligor upon the Debt Securities of a particular series or any related
coupons or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of such Debt
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, by intervention in such proceedings or otherwise.

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

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



                                       39
<PAGE>   46

and any receiver, assignee, trustee, custodian, liquidator, sequestrator or
other similar official in any such proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

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

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

        All rights of action and claims under this Indenture or the Debt
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Debt Securities or coupons or the production thereof in
any proceeding relating 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, be for the ratable benefit of the Holders of the Debt
Securities and coupons in respect of which such judgment has been recovered.

        SECTION 506.  Application of Money Collected.

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

                FIRST: To the payment of all amounts due the Trustee under
        Section 607:

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



                                       40
<PAGE>   47

        Exchange Rate as of the date of declaration of acceleration of the
        Maturity of the Debt Securities: and

                THIRD: The balance, if any, to the Company.

        SECTION 507. Limitation on Suits.

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

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

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

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

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

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

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

        SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.

        Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of the principal of (and premium, if any) and (subject to
Section 307) interest on such Debt Security or payment of such coupon on the
respective Stated Maturity or Maturities expressed in such Debt Security or
coupon (or, in the case of redemption or repayment, on the Redemption Date or
the Repayment Date, as the case may be) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

        SECTION 509. Restoration of Rights and Remedies.



                                       41
<PAGE>   48

        If the Trustee or any Holder has instituted any proceedings 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 ever such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

        SECTION 510. Rights and Remedies Cumulative.

        Except as otherwise provided in Section 306, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

        SECTION 511. Delay or Omission Not Waiver.

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

        SECTION 512. Control by Holders of Debt Securities.

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

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

                (2) subject to the provisions of Section 601, the Trustee shall
        have the right to decline to follow any such direction if the Trustee in
        good faith shall, by a Responsible Officer or Responsible Officers of
        the Trustee, determine that the proceedings so directed would be
        unjustly prejudicial to the Holders of Debt Securities of such series
        not joining in any such direction; and

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

        SECTION 513. Waiver of Past Defaults.



                                       42
<PAGE>   49

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

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

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

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

        SECTION 514. Undertaking for Costs.

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

        SECTION 515. Waiver of Stay or Extension Laws.

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



                                       43
<PAGE>   50

                                   ARTICLE SIX

                                   THE TRUSTEE

        SECTION 601. Certain Duties and Responsibilities.

        (a) Except during the continuance of an Event of Default,

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

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

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

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

                (i) this subsection shall not be construed to limit the effect
        of subsection (a) of this Section 601:

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

                (iii) the Trustee shall not be liable with respect to any action
        taken or omitted to be taken by it in good faith in accordance with the
        direction of the Holders of a majority in principal amount of the
        Outstanding Debt Securities of any series, determined as provided in
        Sections 101, 104 and 512, relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee, or
        exercising any trust or power conferred upon the Trustee, under this
        Indenture with respect to the Debt Securities of such series; and

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



                                       44
<PAGE>   51

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

        SECTION 602. Notice of Default.

        If a default occurs hereunder with respect to Debt Securities of any
series the Trustee shall transmit by mail to all Holders of Debt Securities of
such series notice of such default as and to the extent provided by the Trust
Indenture Act; provided, however, that in the case of any default of the
character specified in Section 501(4) with respect to Debt Securities of such
series no such notice to Holders shall be given until at least 30 days after the
occurrence thereof: and provided further, that, except in the case of a default
in the payment of principal of (or premium, if any) or interest on any Debt
Security of such series or related coupons or in the payment of any sinking fund
installment with respect to Debt Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or a Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of the Debt Securities of such series.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Debt Securities of such series.

        SECTION 603. Certain Rights of Trustee.

        Except as otherwise provided in Section 601:

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

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

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

        (d) the Trustee may consult with counsel and the 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 of Debt Securities of such series or any related coupons
pursuant to this Indenture, unless such Holders shall have



                                       45
<PAGE>   52

offered to the Trustee security or indemnity satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction:

        (f) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, coupon, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquire or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney,
other than any such books or records containing information as to the affairs of
the customers of the Company or any of its subsidiaries: provided that the
Trustee may examine such books and records relating to customers to the extent
that such books and records contain information as to any payments made to such
customers in their capacity as Holders of Debt Securities: and provided further
that the Trustee shall incur no liability or additional liability of any kind by
reason of such inquiry or investigation; and

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

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

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

        SECTION 605. May Hold Debt Securities or Coupons.

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

        SECTION 606. Money Held in Trust.

        Money, held by the Trustee or any Paying Agent in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any



                                       46
<PAGE>   53

Paying Agent shall be under any liability for interest on any money received by
it hereunder except as otherwise agreed with the Company.

        SECTION 607. Compensation and Reimbursement.

        The Company agrees

                (1) to pay to the Trustee from time to time such compensation
        for all services rendered by it hereunder which shall have been
        separately agreed to from time to time in writing by, the Company, and
        the Trustee (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 expenses and disbursements of its agents and counsel), except any,
        such expense, disbursement or advance as may be attributable to its
        negligence or willful misconduct: and

                (3) to fully indemnify, the Trustee for, and to hold it harmless
        against, any and all claims, losses, liabilities, damages or expenses
        (including taxes other than taxes based upon the income of the Trustee)
        incurred without negligence or willful misconduct on its part, arising
        out of or in connection with the acceptance or administration of this
        trust or performance of its duties hereunder, including the costs and
        expenses of defending itself against any claim or liability in
        connection with the exercise or performance of any of its powers or
        duties hereunder.

        As security for the performance of the obligations of the Company under
this Section the Trustee shall have a claim prior to the Debt Securities and any
coupons upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of (and premium, if any)
or interest on particular Debt Securities or any coupons.

        SECTION 608. Disqualification; Conflicting Interests.

        If the Trustee has or shall acquire any conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest with respect to Debt Securities of any series by virtue of being a
trustee under this Indenture with respect to any particular series of Debt
Securities.

        SECTION 609. Corporate Trustee Required: Eligibility.

        There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof or the District of Columbia authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
55.000.000, and subject to supervision or examination by Federal or State
authority: provided,



                                       47
<PAGE>   54

however, that if Section 310(a) of the Trust Indenture Act or the rules and
regulations of the Commission under the Trust Indenture Act at any time permit a
corporation organized and doing business under the laws of any other
jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to lave or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
promptly in the manner and with the effect hereinafter specified in this
Article.

        SECTION 610. Resignation and Removal: Appointment of Successor.

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

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

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

        (d) If at any time:

                (1) the Trustee shall fail to comply with Section 608 with
        respect to the Debt Securities of any series after written request
        therefor by the Company or by any Holder who has been a bona fide Holder
        of a Debt Security of such series for at least six months, or

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

                (3) the Trustee shall become incapable of acting with respect to
        any series of Debt Securities or a decree or order for relief by a court
        having jurisdiction in the premises shall have been entered in respect
        of the Trustee in an involuntary case under



                                       48
<PAGE>   55

the Federal bankruptcy laws, as now or hereafter constituted or any other
applicable Federal or State bankruptcy, insolvency or similar law; or a decree
or order by a court having jurisdiction in the premises shall have been entered
for the appointment of a receiver, custodian, liquidator, assignee, trustee,
sequestrator or other similar official of the Trustee or of its property or
affairs, or any public officer shall take charge or control of the Trustee or of
its property or affairs for the purpose of rehabilitation, conservation, winding
up or liquidation, or

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

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

            (e) If the Trustee shall resign, be removed or become incapable of
acting with respect to any series of Debt Securities, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Debt
Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Debt
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Debt Securities of one or more or
all of such series and that at any time there shall be only one Trustee with
respect to the Debt Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Debt Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities of such series delivered to the Company and the
retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to the
Debt Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Debt Securities of any series shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Debt Security of such series for at least
six months may, subject to Section 514, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Debt Securities of such
series.



                                       49
<PAGE>   56

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

        SECTION 611. Acceptance of Appointment by Successor.

            (a) In the case of an appointment hereunder of a successor Trustee
with respect to all Debt Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall,
upon payment of its charges due under Section 607 hereof, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder.

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



                                       50
<PAGE>   57

duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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

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

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

        SECTION 613. Preferential Collection of Claims Against Company.

        If and when the Trustee shall be or shall become a creditor, directly,
or indirectly, secured or unsecured, of the Company (or any other obligor upon
the Debt Securities), the Trustee shall be subject to the provisions of the
Trust Indenture Act regarding collection of claims against the Company (or any
such other obligor).

        SECTION 614. Authenticating Agent.

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



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<PAGE>   58

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

        The Trustee hereby initially appoints [authenticating agent] as its
authenticating agent.

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

        An authenticating agent may at any time resign with respect to one or
more series of Debt Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any authenticating agent with respect to one or more series of Debt Securities
by giving written notice of termination to such authenticating agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time an authenticating agent shall cease to be eligible in
accordance with the provisions of this Section, the Trustee promptly may appoint
a successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent herein. No successor authenticating
agent shall be appointed unless eligible under the provisions of this Section.

        The Trustee agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payment, subject to the provisions
of Section 607.

        The provisions of Sections 104, 111, 306, 309, 603, 604, 605 and 607
shall be applicable to any authenticating agent.

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

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

                                      THE BANK OF NEW YORK

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


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



                                       52
<PAGE>   59

                                      Dated:
                                            ------------------------------------


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

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

                (2) at such other times as the Trustee may request in writing,
        within 30 days after the receipt by the Company of any such request, a
        list of similar form and content as of a date not more than 15 days
        prior to the time such list is furnished; provided, however, that if and
        so long as the Trustee shall be the Security Registrar, no such list
        need be furnished.

        SECTION 702. Preservation of Information: Communications to Holders.

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

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

            (c) Every Holder of Debt Securities or coupons, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee shall be held accountable by reason of any disclosure of
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.

        SECTION 703. Reports by Trustee.



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<PAGE>   60

            (a) Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Debt Securities pursuant to this
Indenture and at any other time required by the Trust Indenture Act, the Trustee
shall transmit to Holders such reports concerning the Trustee and its actions
under this Indenture and such other matters as may be required pursuant to the
Trust Indenture Act in the manner required by the Trust Indenture Act.

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

        SECTION 704. Reports by Company.

        The Company shall file with the Trustee and the Commission, and transmit
to Holders such information, documents and other reports, and such summaries
thereof as may be required pursuant to the Trust Indenture Act at the time and
in the manner pursuant to such Act: provided that such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

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

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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



                                       54
<PAGE>   61

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

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

        SECTION 802. Successor Corporation Substituted.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

        SECTION 901. Supplemental Indentures without Consent of Holders.

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

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

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

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



                                       55
<PAGE>   62

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

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

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

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

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

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

        SECTION 902. Supplemental Indentures with Consent of Holders.

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



                                       56
<PAGE>   63

                (1) change the Stated Maturity of the principal or any
        installment of principal of, or any installment of interest on, any Debt
        Security, or reduce the principal amount thereof or the interest thereon
        or any premium payable upon redemption or repayment thereof or change
        any obligation of the Company to pay additional amounts pursuant to
        Section 1006 (except as contemplated by Section 801(1) and permitted by
        Section 901(1)), or reduce the amount of the principal of an Original
        Issue Discount Security that would be due and payable upon a declaration
        of acceleration of the Maturity thereof pursuant to Section 502, or
        change any Place of Payment, or the coin or currency in which any Debt
        Security or the interest thereon or any coupon is payable, or impair 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 or
        repayment, on or after the Redemption Date or Repayment Date, as the
        case may be), or

                (2) reduce the percentage in principal amount of the Outstanding
        Debt Securities of any series, the consent of whose Holders is required
        for any such supplemental indenture, or the consent of whose Holders is
        required for any waiver (of compliance with certain provisions of this
        Indenture or certain defaults hereunder and their consequences) provided
        for in this Indenture, or reduce the requirements of Section 1404 for
        quorum or voting, or

                (3) modify any of the provisions of this Section, Section 513 or
        Section 1008, except to increase any such percentage or to provide that
        certain other provisions of this Indenture cannot be modified or waived
        without the consent of the Holder of each Outstanding Debt Security
        affected thereby; provided, however, that this clause shall not be
        deemed to require the consent of any Holder with respect to changes in
        the references to "the Trustee" and concomitant changes in this Section
        and Section 1008, or the deletion of this proviso, in accordance with
        the requirements of Section 611 (b) and 901(7), or

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

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

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

        SECTION 903. Execution of Supplemental Indentures.

        In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in



                                       57
<PAGE>   64

relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

        SECTION 904. Effect of Supplemental Indentures.

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

        SECTION 905.  Conformity with Trust Indenture Act.

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

        SECTION 906.  Reference in Debt Securities to Supplemental Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

        SECTION 1001. Payment of Principal, Premium and Interest.

        The Company covenants and agrees for the benefit of each series of Debt
Securities and any appurtenant coupons that it will duly and punctually pay the
principal of (and premium, if any) and interest on the Debt Securities and any
appurtenant coupons in accordance with the terms of the Debt Securities, any
appurtenant coupons and this Indenture.

        Any interest due on Bearer Securities on or before Maturity, other than
additional amounts, if any, payable as provided in Section 1006 in respect of
principal of (or premium, if any, on) such a Debt Security, shall be payable
only upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature.

        SECTION 1002. Maintenance of Office or Agency.



                                       58
<PAGE>   65

        The Company will maintain in each Place of Payment for any series of
Debt Securities an office or agency where Debt Securities (but, except as
otherwise provided below, unless such Place of Payment is located outside the
United States, not Bearer Securities) may be presented or surrendered for
payment, where Debt Securities may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Company in respect of
the Debt Securities and this Indenture may be served. If Debt Securities of a
series are issuable as Bearer Securities, the Company will maintain, subject to
any laws or regulations applicable thereto, an office or agency in a Place of
Payment for such series which is located outside the United States where Debt
Securities of such series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on
Debt Securities of such series pursuant to Section 1006); provided, however,
that if the Debt Securities of such series are listed on The Stock Exchange of
the United Kingdom and the Republic of Ireland or the Luxembourg Stock Exchange
or any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent in London or
Luxembourg or any other required city located outside the United States, as the
case may be, so long as the Debt Securities of such series are listed on such
exchange. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of any such office or agency. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices or demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee its agent to receive all presentations, surrenders, notices and demands,
except that Bearer Securities of that series and the related coupons may be
presented and surrendered for payment (including payment of any additional
amounts payable on Bearer Securities of that series pursuant to Section 1006) at
the place specified for the purpose pursuant to Section 301(5).

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

        The Company may also from time to time designate one or more other
offices or agencies (in or outside of such Place of Payment) where the Debt
Securities of one or more series and any appurtenant coupons (subject to the
preceding paragraph) may be presented or surrendered for any or all such
purposes, and may from time to time rescind such designations; provided,



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<PAGE>   66

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 any series of Debt Securities for such purposes. The Company will
give prompt written notice to the Trustee of any such designation and any change
in the location of any such other office or agency.

        SECTION 1003. Money for Debt Securities Payments to Be Held in Trust.

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

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

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

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

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

        The Company may at any time, for the purpose of terminating its
obligations under this Indenture with respect to Debt Securities of any series
or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which
such sums were held by the Company or such Paying Agent: and, upon such



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<PAGE>   67

payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

        Any principal and interest received on the Eligible Instruments
deposited with the Trustee or any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest on any Debt Security of any series or any
appurtenant coupons or any money on deposit with the Trustee or any Paying Agent
representing amounts deducted from the Redemption Price or Repayment Price with
respect to unmatured coupons not presented upon redemption or exercise of the
Holder's option for repayment pursuant to Section 1106 or 1303 and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Debt Security or any coupon appertaining thereto shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money (including the principal and interest received on
Eligible Instruments deposited with the Trustee), and all liability of the
Company as trustee thereof, shall thereupon cease: provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper of general circulation in the Borough of Manhattan, The City of New
York, and each Place of Payment or mailed to each such Holder, or both, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication or
mailing, any unclaimed balance of such money then remaining will be repaid to
the Company.

        SECTION 1004. [Reserved].

        SECTION 1005. Restrictions Upon Sale or Issuance of Capital Stock of
Certain Subsidiary Banks.

        The Company will not, and will not permit any Subsidiary to, sell,
assign, pledge, transfer or otherwise dispose of, or permit any Principal
Subsidiary Bank to issue, any shares of Capital Stock of or any securities
convertible into Capital Stock of, any Principal Subsidiary Bank or any shares I
of Capital Stock of any Subsidiary owning, directly or indirectly, in whole or
in part, Capital Stock of any Principal Subsidiary Bank, except:

                (1) any sale, assignment, pledge, transfer or other disposition
        or issuance made, in the minimum amount required by law, to any person
        for the purpose of the qualification of such person to serve as a
        director:

                (2) any sale, assignment, pledge, transfer or other disposition
        or issuance if, after giving effect to such disposition and to the
        issuance of any shares issuable upon conversion or exchange of
        securities convertible or exchangeable into Capital Stock, the Company
        would own directly or indirectly through other Subsidiaries not less
        than 80% of the shares of each class of Capital Stock of such Principal
        Subsidiary Bank:



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<PAGE>   68

                (3) any sale, assignment, pledge, transfer or other disposition
        or issuance made in compliance with an order or direction of a court or
        regulatory authority of competent jurisdiction: or

                (4) any sale by any Principal Subsidiary Bank of additional
        shares of Capital Stock to its stockholders at any price, so long a (a)
        prior to such sale the Company owns, directly or indirectly, shares of
        the same class and (b) immediately after such sale, the percentage of
        the shares of such class of Capital Stock owned by the Company shall not
        have been reduced.

        SECTION 1006. Payment of Additional Amounts.

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

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

        SECTION 1007. Officers' Certificate as to Default.



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<PAGE>   69

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

        SECTION 1008. Waiver of Certain Covenants.

        The Company may omit in any particular instance to comply with any
covenant or condition set forth in Section 1005 with respect to the Debt
Securities of any series or any other covenant or condition applicable to the
Debt Securities of any series pursuant to Section 301 unless such covenant or
condition is determined pursuant to Section 301 not to be subject to this
provision if, before the time for such compliance the Holders of at least a
majority in principal amount of all series of the Debt Securities at the time
Outstanding to which such covenant or condition applies shall, acting together
as a class, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
covenant or condition shall remain in full force and effect.

        SECTION 1009. Calculation of Original Issue Discount.

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

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

        SECTION 1101. Applicability of Article.

        Debt Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Debt Securities of any
series) in accordance with this Article.

        SECTION 1102. Election to Redeem; Notice to Trustee.

        The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 45 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount and the tenor and
terms of the



                                       63
<PAGE>   70

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

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

        Except as otherwise specified as contemplated by Section 301 for Debt
Securities of any series, if less than all the Debt Securities of any series
with like tenor and terms are to be redeemed, the particular Debt Securities to
be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Debt Securities of such series with like
tenor and terms 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
Debt Securities of such series or any integral multiple thereof which is also an
authorized denomination) of the principal amount of Registered Securities or
Bearer Securities (if issued in more than one authorized denomination) of such
series of a denomination larger than the minimum authorized denomination for
Debt Securities of such series.

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

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

        SECTION 1104. Notice of Redemption.

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

        All notices of redemption shall state:

                (1) the Redemption Date,

                (2) the Redemption Price,

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

                (4) that on the Redemption Date the Redemption Price will become
        due and payable upon each such Debt Security to be redeemed, and that
        interest thereon shall cease to accrue on and after said date, the Place
        or Places of Payment where such Debt Securities, together in the case of
        Bearer Securities with all coupons, if any,



                                       64
<PAGE>   71

        appertaining thereto maturing after the Redemption Date, are to be
        surrendered for payment of the Redemption Price,

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

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

                (8) the CUSIP number, if any.

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

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

        SECTION 1105. Deposit of Redemption Price.

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

        SECTION 1106. Debt Securities Payable on Redemption Date.

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



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<PAGE>   72

Stated Maturity is on or prior to the Redemption Date shall be payable to the
Holders of such Debt Securities, or one or more Predecessor Securities,
registered as such on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

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

        SECTION 1107. Debt Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

        SECTION 1201. Applicability of Article.

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

        The minimum amount of any sinking fund payment provided for by the terms
of Debt Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the term of Debt Securities of any series is herein referred to an "optional
sinking fund payment". If provided for by the terms of



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<PAGE>   73

Debt Securities of any series, the amount of any sinking fund payment may be
subject to reduction as provided in Section 1202. Each sinking fund payment
shall be applied to the redemption of Debt Securities of any series as provided
for by the terms of Debt Securities of such series.

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

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

        SECTION 1203. Redemption of Debt Securities for Sinking Fund.

        Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof if any, which is to be
satisfied by payment of cash, the portion thereof, if any, which is to be
satisfied by crediting Debt Securities of that series pursuant to Section 1202
and the basis for any such credit and, prior to or concurrently with the
delivery of such Officers' Certificate, will also deliver to the Trustee any
Debt Securities to be so credited and not theretofore delivered to the Trustee.
Not less than 30 days (unless a shorter period shall be satisfactory to the
Trustee) before each such sinking fund payment date the Trustee shall select the
Debt Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 1103 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 1104. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Sections
1105, 1106 and 1107.



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                                ARTICLE THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

        SECTION 1301. Applicability of Article.

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

        SECTION 1302. Repayment of Debt Securities.

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

        SECTION 1303. Exercise of Option; Notice.

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

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

        The Company shall execute and the Trustee shall authenticate and deliver
without service charge to the Holder of any Registered Security so surrendered a
new Registered Security or Securities of the same series, of any authorized
denomination specified in the foregoing notice,



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<PAGE>   75

in an aggregate principal amount equal to any portion of the principal of the
Registered Security so surrendered which is not to be repaid.

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

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

        SECTION 1304. Election of Repayment by Remarketing Entities.

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

        SECTION 1305. Securities Payable on the Repayment Date.

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



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<PAGE>   76

                                ARTICLE FOURTEEN

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

        SECTION 1401. Purposes for Which Meetings May Be Called.

        If Debt Securities of a series are issuable in whole or in part as
Bearer Securities, a meeting of Holders of Debt Securities of such series may be
called at any time and from time to time pursuant to this Article to make, give
or take any request, demand, authorization, direction, notice, consent, waiver
or other Act provided by this Indenture to be made, given or taken by Holders of
Debt Securities of such series.

        SECTION 1402. Call, Notice and Place of Meetings.

        (a) The Trustee may at any time call a meeting of Holders of Debt
Securities of any series issuable as Bearer Securities for any purpose specified
in Section 1401, to be held at such time and at such place in the Borough of
Manhattan, The City of New York, or in London as the Trustee shall determine.
Notice of even meeting of Holders of Debt Securities of any series, setting
forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given, in the manner provided in
Section 106, not less than 21 nor more than 180 days prior to the date fixed for
the meeting.

        (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of any series shall have requested the Trustee to call a meeting of
the Holders of Debt Securities of such series for any purpose specified in
Section 1401, 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 21 days after receipt of
such request or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the Company or the Holders of Debt Securities of such
series in the amount above specified, as the case may be, may determine the time
and the place in the Borough of Manhattan, The City of New York, or in London
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.

        SECTION 1403. Persons Entitled to Vote at Meetings.

        To be entitled to vote at any meeting of Holders of Debt Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of am 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 1404. Quorum; Action.

        The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of



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<PAGE>   77

such series. In the absence of a quorum within 30 minutes of the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders
of Debt Securities of such series, be dissolved. In the absence of a quorum in
any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairperson of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the chairperson of the meeting prior to the adjournment of such
adjourned meeting. Notice of this reconvening of any, adjourned meeting shall be
given as provided in Section 1402(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. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage, as provided above, of the principal amount of the
Outstanding Debt Securities of such series which shall constitute a quorum.

        Except as limited by the proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of majority in principal amount of the Outstanding Debt Securities of that
series, provided however, that, except as limited by the proviso to Section 902,
any resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Debt Securities of a
series may be adopted at a meeting or an adjourned meeting duly reconvened and
at which a quorum is present as aforesaid by the affirmative vote of the Holders
of such specified percentage in principal amount of the Outstanding Debt
Securities of that series.

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

        SECTION 1405. Determination of Voting Rights; Conduct and Adjournment of
Meetings.

            (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Debt Securities of such series in regard to proof of the
holding of Debt Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Debt Securities shall be proved in the manner
specified in Section 104 and the appointment of any proxy shall be proved in the
manner specified in Section 104 or, in the case of Bearer Securities, by having
the signature of the person executing the proxy witnessed or guaranteed by any
trust, company, bank or banker authorized by Section 104 to certify to the
holding of Bearer Securities. Such regulations may provide that written
instruments appointing proxies, regular on their face, may be presumed valid and
genuine without the proof specified in Section 104 or other proof.



                                       71
<PAGE>   78

            (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairperson of the meeting, unless the meeting shall have been called
by the Company or by Holders of Debt Securities as provided in Section 1402(b),
in which case the Company or the Holders of Debt Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairperson. A permanent chairperson and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority in
principal amount of the Outstanding Debt Securities of such series represented
at the meeting.

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

            (d) Any meeting of Holders of Debt Securities of any series duly
called pursuant to Section 1402 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Debt Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.

        SECTION 1406. Counting Votes and Recording Action of Meetings.

        The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them. The
permanent chairperson of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1401. Each copy shall be signed and verified by the
affidavits of the permanent chairperson and secretary of the meeting and one
such copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so slimed and verified shall be conclusive evidence
of the matters therein stated.

                                 ARTICLE FIFTEEN

                                   DEFEASANCE

        SECTION 1501. Termination of Company's Obligations.



                                       72
<PAGE>   79

        If this Section 1501 is specified, as contemplated by Section 301, to be
applicable to any series of Debt Securities and if the Company deposits
irrevocably in trust with the Trustee money and/or, to the extent such Debt
Securities are denominated and payable in Dollars only, Eligible Instruments the
payments of principal and interest on which when due (and without reinvestment
and providing no tax liability will be imposed upon the Trustee or the Holders
of such Debt Securities) will provide money in such amounts as will (together
with any money irrevocably deposited in trust with the Trustee, without
investment) be sufficient to pay the principal of (and premium, if any) and any
installment of principal of (and premium, if any) or interest when due on the
Debt Securities of such series and any coupons appertaining thereto and any
mandatory sinking fund, repayment or analogous payments thereon on the scheduled
due dates therefor at the Stated Maturity thereof, the Company's obligations
under Section 1005 and any other covenant determined pursuant to Section 301 to
be subject to this Section shall terminate with respect to the Debt Securities
of the series for which such deposit was made: provided, however, that (i) no
Event of Default with respect to the Debt Securities of such series under
Section 501(6) or 501(7) or event that with notice or lapse of time or both
would constitute such an Event of Default shall have occurred and be continuing
on such date, (ii) such deposit will not result in a breach of, or constitute a
default under, this Indenture or any other agreement or instrument to which the
Company is a party or by which it is bound, and (iii) such termination shall not
relieve the Company of its obligations under the Debt Securities of such series
and this Indenture to pay when due the principal of (and premium, if any) and
interest and additional amounts on such Debt Securities and any coupons
appertaining thereto if such Debt Securities or coupons are not paid (or payment
is not provided for) when due from the money and Eligible Instruments (and the
proceeds thereof) so deposited.

        It shall be a condition to the deposit of cash and/or Eligible
Instruments and the termination of the Company's obligations pursuant to the
provisions of this Section with respect to the Debt Securities of any series
under Section 1005 and any other covenant determined pursuant to Section 301 to
be subject to this Section that the Company deliver to the Trustee (i) an
Opinion of Counsel to the effect that: (a) Holders of Debt Securities of such
series and any coupons appertaining thereto will not recognize income, gain or
loss for Federal income tax purposes as a result of such deposit and termination
and (b) such Holders (and future Holders) will be subject to tax in the same
amount, manner and timing as if such deposit and termination had not occurred,
(ii) an Officers' Certificate to the effect that under the laws in effect on the
date such money and/or Eligible Instruments are deposited with the Trustee, the
amount thereof will be sufficient, after payment of all Federal, state and local
taxes in respect thereof payable by the Trustee, to pay principal (and premium,
if any) and interest when due on the Debt Securities of such series and any
coupons appertaining thereto: and (iii) an Officers' Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for
relating to the defeasance contemplated in this Section have been complied with.

        It shall be an additional condition to the deposit of cash and/or
Eligible instruments and the termination of the Company's obligations pursuant
to the provisions of this Section under Section 1005 and any other covenant
determined pursuant to Section 301 to be subject to this Section, with respect
to the Debt Securities of any series then listed on the New York Stock Exchange,
that the Company deliver an Opinion of Counsel that the Debt Securities of such
series will not be delisted from the New York Stock Exchange as a result of such
deposit and termination.



                                       73
<PAGE>   80

        After a deposit as provided herein, the Trustee shall, upon Company
Request, acknowledge in writing the discharge of the Company's obligations
pursuant to the provisions of this Section with respect to the Debt Securities
of such series under Section 1005 and any other covenant determined pursuant to
Section 301 to be subject to this Section.

        SECTION 1502. Repayment to Company.

        The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money or, Eligible Instruments not required for the payment
of the principal of (and premium, if any) and interest on the Debt Securities of
any series and any related coupons for which money or Eligible Instruments have
been deposited pursuant to Section 1501 held by them at any time.

        The Trustee and any Paying Agent shall promptly pay to the Company upon
Company Request any money held by them for the payment of principal (and
premium, if any) and interest that remains unclaimed for two years after the
Maturity of the Debt Securities for which a deposit has been made pursuant to
Section 1501. After such payment to the Company, the Holders of the Debt
Securities of such series and any related coupons shall thereafter, as unsecured
general creditors, look only to the Company for the payment thereof.

        SECTION 1503. Indemnity for Eligible Instruments.

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



                                       74
<PAGE>   81

        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.


                                            INDYMAC BANCORP, INC.

                                            By:
                                               ---------------------------------
                                               Its:
                                                   -----------------------------


        [CORPORATE SEAL]

        Attest:

        ------------------------------------
        Its:
             -------------------------------



                                            THE BANK OF NEW YORK

                                            By:
                                               ---------------------------------
                                            Its:
                                                --------------------------------


        [CORPORATE SEAL]

        Attest:

        Its:
             -------------------------------
        Its:
             -------------------------------



                                       1
<PAGE>   82

        STATE OF_______________     )
                                    )SS.
        COUNTY OF_______________    )


        On the [_____] day of [___________], 2001, before me personally came
[_____________] to me known, who, being duly sworn, did depose and say that he
resides at [____________________], [___________]; that he is a[n]
[________________] of [_____________________], a corporation described in and
which executed the above instrument; that he knows the seal of said corporation;
that it was so affixed pursuant to the authority of the Board of Directors of
said corporation; and that [___] signed [____] name thereto pursuant to like
authority.



                                       1

<PAGE>   83






        STATE OF _________   )
                             )SS.
        COUNTY OF ________   )



        On the [____] day of [_________], 2001, before me personally came
[_____________], to me known, who, being duly sworn, did depose and say that she
is a [__________________] of The Bank of New York, a New York banking
corporation described in and which executed the above instrument; that [____]
knows the seal of said corporation; that it was so affixed pursuant to the
authority of the Board of Directors of said corporation; and that [____] signed
[_____] name thereto pursuant to like authority.



                                       1
<PAGE>   84
                                                                     EXHIBIT A-1

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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

        Reference is hereby made to the Indenture dated as of [___________],
2001 (the "Indenture") between IndyMac Bancorp, Inc. and The Bank of New York
(the "Trustee"), covering the above captioned Debt Securities. This is to
certify that as of the date hereof, principal amount of Debt Securities credited
to you for our account (i) is owned by persons that are not United States
Persons, as defined below; (ii) is owned by United States Persons that are (a)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial institutions")
purchasing for their own account or for resale, or (b) United States Persons who
acquired the Debt Securities through foreign branches of United States financial
institutions and who hold the Debt Securities through such United States
financial institutions on the date hereof (and in either case (a) or (b), each
such United States financial institution encloses herewith a certificate in the
form of Exhibit A-2 to the Indenture); or (iii) is owned by United States or
foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
which United States or foreign financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) certify that they
have not acquired the Debt Securities for purposes of resale directly or
indirectly to a United States Person or to a person within the United States or
its possessions.

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

        [This certificate excepts and does not relate to principal amount of
Debt Securities credited to you for our account and to which we are not now able
to make the certification set forth above. We understand that definitive Debt
Securities cannot be delivered and interest


                                       1
<PAGE>   85






cannot be paid until we are able to so certify with respect to such principal
amount of Debt Securities.]*

Dated:_________________________


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

                                      [Name of Person Entitled to Receive Bearer
                                      Security]


                                      __________________________________________
                                                (Authorized Signatory)

                                      Name:_____________________________________

                                      Title:____________________________________

*Delete if inappropriate


                                       2
<PAGE>   86

                                                                     EXHIBIT A-2

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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

        Reference is hereby made to the Indenture dated as of [_____________],
2001 (the "Indenture"), between IndyMac Bancorp, Inc. and The Bank of New York,
relating to the offering of the abovecaptioned Debt Securities (the "Debt
Securities"). Unless herein defined, terms used herein have the same meaning as
given to them in the Indenture.

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

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

Dated:_____________________________

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

                                      [Name of Person Entitled to Receive Bearer
                                      Security]


                                      __________________________________________
                                                (Authorized Signatory)

                                      Name:_____________________________________


                                      Title:____________________________________


                                       1

<PAGE>   87

                                                                       EXHIBIT B


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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

        We refer to that portion, _________, of the Global Security representing
the above-captioned issue [which is herewith submitted to be exchanged for
definitive Debt Securities]* [for which we are seeking to obtain payment of
interest]* (the "Submitted Portion"). This is to certify, pursuant to the
Indenture dated as of [_________], 2001 (the "Indenture") between IndyMac
Bancorp, Inc. and The Bank of New York (the "Trustee"), that we have received in
writing, by tested telex or by electronic transmission from member organizations
with respect to each of the persons appearing in our records as being entitled
to a beneficial interest in the Submitted Portion a Certificate of Beneficial
Ownership by a Non-United States Person or by Certain Other Persons [and, in
some cases, a Certificate of Status as a Foreign Branch of a United States
Financial Institution, authorizing us to inform the issuer or the issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986 and the regulations thereunder]* substantially
in the form of Exhibit A-1 [and A-2]* to the Indenture.

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

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

Dated:_______________________________


                                       [EUROCLEAR BANK S.A./N.V., as
                                       Operator of the Euroclear System]
                                       [CLEARSTREAM BANKING S.A.]



                                        By:_____________________________________



*Delete if inappropriate.

                                       1