<PAGE>   1

                                                                     EXHIBIT 4.6
================================================================================






                              INDYMAC BANCORP, INC.

                                       TO

                              THE BANK OF NEW YORK

                                     TRUSTEE

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



                                    INDENTURE

                        DATED AS OF _______________, 2001

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




                       JUNIOR SUBORDINATED DEBT SECURITIES







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


<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>

                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
ARTICLE I.    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.....................   1

Section 101.   Definitions................................................................   1
Section 102.   Compliance Certificates and Opinions.......................................  12
Section 103.   Form of Documents Delivered to Trustee.....................................  12
Section 104.   Acts of Holders............................................................  13
Section 105.   Notices, etc., to Trustee and Company......................................  14
Section 106.   Notice to Holders; Waiver..................................................  15
Section 107.   Conflict with Trust Indenture Act..........................................  16
Section 108.   Effect of Headings and Table of Contents...................................  16
Section 109.   Successors and Assigns.....................................................  16
Section 110.   Separability Clause........................................................  16
Section 111.   Benefits of Indenture......................................................  16
Section 112.   Governing Law..............................................................  16
Section 113.   Legal Holidays.............................................................  16
Section 114.   Counterparts...............................................................  17

ARTICLE II.   DEBT SECURITY FORMS.........................................................  17

Section 201.   Forms Generally............................................................  17
Section 202.   Form of Trustee's Certificate of Authentication............................  18
Section 203.   Debt Securities in Global Form.............................................  18

ARTICLE III.  THE DEBT SECURITIES.........................................................  18

Section 301.   Amount Unlimited; Issuance in Series.......................................  18
Section 302.   Denominations..............................................................  22
Section 303.   Execution, Authentication, Delivery and Dating.............................  22
Section 304.   Temporary Debt Securities..................................................  25
Section 305.   Registration; Registration of Transfer and Exchange........................  28
Section 306.   Mutilated, Destroyed, Lost and Stolen Debt Securities......................  31
Section 307.   Payment of Interest and Additional Interest; Interest Rights Preserved.....  32
Section 308.   Persons Deemed Owners......................................................  34
Section 309.   Cancellation...............................................................  35
Section 310.   Computation of Interest....................................................  35
Section 311.   Certification by a Person Entitled to Delivery of a Bearer Security........  35
Section 312.   Judgments..................................................................  35
Section 313.   Deferrals of Interest Payment Dates........................................  36
Section 314.   Right of Set-Off...........................................................  37
Section 315.   Agreed Tax Treatment.......................................................  37
</TABLE>

                                       i
<PAGE>   3
<TABLE>

                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
ARTICLE IV.  SATISFACTION AND DISCHARGE...................................................  38

Section 401.   Satisfaction and Discharge of Indenture....................................  38
Section 402.   Application of Trust Money and Eligible Instruments........................  39
Section 403.   Satisfaction, Discharge and Defeasance of Debt Securities of any Series....  40

ARTICLE V.  REMEDIES......................................................................  42

Section 501.   Events of Default..........................................................  42
Section 502.   Acceleration of Maturity; Rescission and Annulment.........................  43
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee............  45
Section 504.   Trustee May File Proofs of Claim...........................................  46
Section 505.   Trustee May Enforce Claims without Possession of Debt Securities or
               Coupons....................................................................  46
Section 506.   Application of Money Collected.............................................  47
Section 507.   Limitation on Suits........................................................  47
Section 508.   Unconditional Right of Holders to Receive Principal, Premium and
               Interest and to Exchange Debt Securities for Capital Securities; Direct
               Action by Holders of Trust Preferred Securities............................  48
Section 509.   Restoration of Rights and Remedies.........................................  48
Section 510.   Rights and Remedies Cumulative.............................................  49
Section 511.   Delay or Omission Not Waiver...............................................  49
Section 512.   Control by Holders of Debt Securities......................................  49
Section 513.   Waiver of Past Defaults....................................................  49
Section 514.   Undertaking for Costs......................................................  50
Section 515.   Waiver of Stay or Extension Laws...........................................  50

ARTICLE VI.  THE TRUSTEE..................................................................  51

Section 601.   Certain Duties and Responsibilities........................................  51
Section 602.   Notice of Default..........................................................  51
Section 603.   Certain Rights of Trustee..................................................  51
Section 604.   Not Responsible for Recitals or Issuance of Debt Securities................  52
Section 605.   May Hold Debt Securities or Coupons........................................  52
Section 606.   Money Held in Trust........................................................  53
Section 607.   Compensation and Reimbursement.............................................  53
Section 608.   Disqualification; Conflicting Interests....................................  53
Section 609.   Corporate Trustee Required; Eligibility....................................  54
Section 610.   Resignation and Removal; Appointment of Successor..........................  54
Section 611.   Acceptance of Appointment by Successor.....................................  56
Section 612.   Merger, Conversion, Consolidation or Succession to Business................  57
Section 613.   Preferential Collection of Claims Against Company..........................  57
Section 614.   Authenticating Agent.......................................................  57

ARTICLE VII.  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........................  59

Section 701.   Company to Furnish Trustee Names and Addresses of Holders..................  59
</TABLE>

                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Section 702.   Preservation of Information; Communications to Holders.....................  59
Section 703.   Reports by Trustee.........................................................  60
Section 704.   Reports by Company.........................................................  60

ARTICLE VIII.  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.......................  60

Section 801.   Company May Consolidate, etc. Only on Certain Terms........................  60
Section 802.   Successor Corporation Substituted..........................................  61

ARTICLE IX.  SUPPLEMENTAL INDENTURES......................................................  61

Section 901.   Supplemental Indentures without Consent of Holders.........................  61
Section 902.   Supplemental Indentures with Consent of Holders............................  62
Section 903.   Execution of Supplemental Indentures.......................................  64
Section 904.   Effect of Supplemental Indentures..........................................  64
Section 905.   Conformity with Trust Indenture Act........................................  64
Section 906.   Reference in Debt Securities to Supplemental Indentures....................  65

ARTICLE X.  COVENANTS.....................................................................  65

Section 1001.  Payment of Principal, Premium and Interest.................................  65
Section 1002.  Maintenance of Office or Agency............................................  65
Section 1003.  Money for Debt Securities Payments to Be Held in Trust.....................  66
Section 1004.  Officers' Certificate as to Default........................................  68
Section 1005.  Waiver of Certain Covenants................................................  68
Section 1006.  Payment of Additional Amounts..............................................  68
Section 1007.  Additional Sums............................................................  69
Section 1008.  Additional Covenants.......................................................  70

ARTICLE XI.  REDEMPTION OF DEBT SECURITIES................................................  71

Section 1101.  Applicability of Article...................................................  71
Section 1102.  Election to Redeem; Notice to Trustee......................................  71
Section 1103.  Selection by Trustee of Debt Securities to be Redeemed.....................  71
Section 1104.  Notice of Redemption.......................................................  72
Section 1105.  Deposit of Redemption Price................................................  73
Section 1106.  Debt Securities Payable on Redemption Date.................................  73
Section 1107.  Debt Securities Redeemed in Part...........................................  74
Section 1107.  Right of Redemption of Debt Securities Initially Issued to an Issuer
               Trust......................................................................  74

ARTICLE XII  SINKING FUNDS................................................................  74

Section 1201.  Applicability of Article...................................................  74
Section 1202.  Satisfaction of Sinking Fund Payments with Debt Securities.................  75
Section 1203.  Redemption of Debt Securities for Sinking Fund.............................  75

ARTICLE XIII.  REPAYMENT AT THE OPTION OF HOLDERS.........................................  76
</TABLE>

                                       iii
<PAGE>   5

<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Section 1301.  Applicability of Article...................................................  76
Section 1302.  Repayment of Debt Securities...............................................  76
Section 1303.  Exercise of Option; Notice.................................................  76
Section 1304.  Election of Repayment by Remarketing Entities..............................  77
Section 1305.  Securities Payable on the Repayment Date...................................  77

ARTICLE XIV.  EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES..........................  78

Section 1401.  Applicability of Article...................................................  78
Section 1402.  Exchange of Capital Securities for Debt Securities at Stated Maturity......  78
Section 1403.  Right of Early Exchange of Capital Securities for Debt Securities..........  79
Section 1404.  Notices of Exchange........................................................  79
Section 1405.  Rights and Duties of Holders of Debt Securities to be Exchanged for
               Capital Securities.........................................................  81
Section 1406.  Election to Exchange.......................................................  82
Section 1407.  Deposit of Capital Exchange Price..........................................  83
Section 1408.  Debt Securities Due on Capital Exchange Date; Debt Securities Exchanged
               in Part....................................................................  83
Section 1409.  Form of Capital Security Election Form.....................................  84
Section 1410.  Fractional Capital Securities..............................................  85
Section 1411.  Company to Obtain Governmental and Regulatory Approvals....................  85
Section 1412.  Taxes on Exchange..........................................................  85
Section 1413.  Covenants as to Capital Securities and Secondary Offering..................  86
Section 1414.  Provision in Case of Consolidation, Merger or Transfer of Assets...........  86
Section 1415.  Trustee Not Responsible....................................................  87
Section 1416.  Revocation of Obligation to Exchange Capital Securities for Debt
               Securities.................................................................  87
Section 1417.  Optional Securities Funds..................................................  87

ARTICLE XV.  SECURITIES FUNDS.............................................................  89

Section 1501.  Creation of Securities Funds...............................................  89
Section 1502.  Designations of Securities Funds...........................................  89
Section 1503.  Covenant of the Company to Obtain Securities Funds.........................  89

ARTICLE XVI.  MEETINGS OF HOLDERS OF DEBT SECURITIES......................................  90

Section 1601.  Purposes for Which Meetings May Be Called..................................  90
Section 1602.  Call, Notice and Place of Meetings.........................................  90
Section 1603.  Persons Entitled to Vote at Meetings.......................................  91
Section 1604.  Quorum; Action.............................................................  91
Section 1605.  Determination of Voting Rights; Conduct and Adjournment of Meetings........  92
Section 1606.  Counting Votes and Recording Action of Meetings............................  92

ARTICLE XVII  DEFEASANCE..................................................................  93

Section 1701.  Termination of Company's Obligations.......................................  93
Section 1702.  Repayment to Company.......................................................  94
</TABLE>



                                       iv
<PAGE>   6

<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Section 1703.  Indemnity for Eligible Instruments.........................................  94

ARTICLE XVIII  SUBORDINATION OF DEBT SECURITIES...........................................  95

Section 1801.  Debt Securities Subordinate to Senior Debt.................................  95
Section 1802.  Trustee and Holders of Debt Securities May Rely on Certificate of
               Liquidating Agent; Trustee May Require Further Evidence as to Ownership
               of Senior Debt; Trustee Not Fiduciary to Holders of Senior Debt............  97
Section 1803.  Payment Permitted If No Default............................................  97
Section 1804.  Trustee Not Charged with Knowledge of Prohibition..........................  98
Section 1805.  Trustee to Effectuate Subordination........................................  98
Section 1806.  Rights of Trustee as Holder of Senior Debt.................................  98
Section 1807.  Article Applicable to Paying Agents........................................  98
Section 1808.  Subordination Rights Not Impaired by Acts or Omissions of the Company
               or Holders of Senior Debt..................................................  98

ARTICLE XIX.  CONVERSION OF CONVERTIBLE SECURITIES........................................  99

Section 1901.  Applicability of Article...................................................  99
Section 1902.  Right to Convert...........................................................  99
Section 1903.  Exercise of Conversion Privilege; Delivery of Common Stock on
               Conversion; No Adjustment for Interest or Dividends........................  99
Section 1904.  Cash Payments in Lieu of Fractional Shares................................. 101
Section 1905.  Conversion Price........................................................... 101
Section 1906.  Adjustment to Conversion Price............................................. 101
Section 1907.  Effect of Reclassification, Consolidation, Merger or Sale.................. 104
Section 1908.  Taxes on Shares Issued..................................................... 105
Section 1909.  Shares to be Fully Paid; Compliance with Governmental Requirements;
               Listing of Common Stock.................................................... 105
Section 1910.  Trustee Not Responsible.................................................... 106
Section 1911.  Notice to Holders Prior to Certain Actions................................. 106
Section 1912.  Covenant to Reserve Shares................................................. 107
</TABLE>

                                        v
<PAGE>   7

                             TABLE OF DEFINED TERMS

<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Act.......................................................................................   2
Additional Interest.......................................................................   2
Additional Sums...........................................................................   2
Additional Taxes..........................................................................   2
Affiliate.................................................................................   2
Authorized Newspaper......................................................................   2
Bearer Security...........................................................................   2
Board of Directors........................................................................   2
Board Resolution..........................................................................   2
Business Day..............................................................................   3
Capital Exchange Agent....................................................................   3
Capital Exchange Date.....................................................................   3
Capital Exchange Price....................................................................   3
Capital Securities........................................................................   3
Capital Security Election Form............................................................   3
Trust Preferred Securities................................................................   3
CEDEL.....................................................................................   4
CEDEL S.A.................................................................................   4
Closing Price.............................................................................   4
Commission................................................................................   4
Common Stock..............................................................................   4
Common Trust Securities...................................................................   4
Company...................................................................................   4
Company Order.............................................................................   4
Company Request...........................................................................   4
Conversion Price..........................................................................   4
Convertible Securities....................................................................   4
Corporate Trust Office....................................................................   4
corporation...............................................................................   4
coupon....................................................................................   5
Debt Securities...........................................................................   5
Defaulted Interest........................................................................   5
Delaware Trustee..........................................................................   5
Depositary................................................................................   5
Designated Currency.......................................................................   5
Distributions.............................................................................   5
Dollar($).................................................................................   5
ECU.......................................................................................   5
Eligible Instruments......................................................................   5
Euroclear.................................................................................   5
European Communities......................................................................   5
</TABLE>

                                       i
<PAGE>   8

<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Event of Default..........................................................................   5
Exchange Rate.............................................................................   5
Exchange Rate Agent.......................................................................   6
Exchange Rate Officer's Certificate.......................................................   6
Extension Period..........................................................................   5
Foreign Currency..........................................................................   6
Global Exchange Agent.....................................................................   6
Global Exchange Date......................................................................   6
Global Security...........................................................................   6
Guarantee Agreement.......................................................................   6
Holder....................................................................................   6
Indenture.................................................................................   6
interest..................................................................................   6
Interest Payment Date.....................................................................   6
Investment Company Event..................................................................   6
Issuer Trust..............................................................................   7
Market Value..............................................................................   7
Maturity..................................................................................   7
Officers' Certificate.....................................................................   7
Opinion of Counsel........................................................................   7
Optional Securities Fund..................................................................   7
Original Issue Discount Security..........................................................   7
Outstanding...............................................................................   7
Paying Agent..............................................................................   8
Perpetual Preferred Stock.................................................................   8
Person....................................................................................   8
Place of Capital Exchange.................................................................   8
Place of Payment..........................................................................   8
Predecessor Security......................................................................   8
Primary Federal Regulator.................................................................   9
Property Trustee..........................................................................   9
ranking junior to the Debt Securities.....................................................   9
ranking on a parity with the Debt Securities..............................................   9
Redemption Date...........................................................................   9
Redemption Price..........................................................................   9
Registered Security.......................................................................   9
Regular Record Date.......................................................................   9
Remarketing Entity........................................................................   9
Repayment Date............................................................................  10
Repayment Price...........................................................................  10
Responsible Officer.......................................................................  10
Rights....................................................................................  10
Secondary Offering........................................................................  10
Securities Fund...........................................................................  10
Security Register.........................................................................  10
Security Registrar........................................................................  10
</TABLE>

                                       ii
<PAGE>   9

<TABLE>
<CAPTION>
                                                                                          PAGE(S)
                                                                                          -------
<S>                                                                                       <C>
Senior Debt...............................................................................  10
Special Record Date.......................................................................  11
Stated Maturity...........................................................................  11
Tax Event.................................................................................  11
Trust Agreement...........................................................................  11
Trust Indenture Act.......................................................................  11
Trust Related Securities..................................................................  11
Trust Securities..........................................................................  11
Trustee...................................................................................  11
U.S. Government Obligations...............................................................  12
United States.............................................................................  12
United States Alien.......................................................................  12
</TABLE>


                                       iii
<PAGE>   10

        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, not in its individual
capacity but solely as trustee under this Indenture, a New York banking
corporation (hereinafter called the "Trustee"), 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 delivery of this
Indenture to provide for the issuance from time to time of its unsecured junior
subordinated debentures, notes, bonds and other evidences of indebtedness
(herein called the "Debt Securities"), including Debt Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more business trusts (each an "Issuer Trust") of undivided
preferred beneficial interests in the assets of such Issuer Trusts (the "Trust
Preferred Securities") and undivided common beneficial interests in the assets
of such Issuer Trusts (the "Common Trust Securities" and, together with the
Trust Preferred Securities, the "Trust 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 equal and
proportionate benefit of all Holders of such Debt Securities or of any such
series, as follows:

                                   ARTICLE I.

             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

<PAGE>   11

        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

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

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

        "Additional Interest" means the interest, if any, that shall accrue on
any interest on the Debt Securities of any series the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue at the
rate per annum specified or determined as specified in such Debt Security.

        "Additional Sums" has the meaning specified in Section 1007.

        "Additional Taxes" means any additional taxes, duties and other
governmental charges to which an Issuer Trust has become subject from time to
time as a result of a Tax Event.

        "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

                                       2
<PAGE>   12
(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 or Place
of Capital Exchange, means any day which is not a Saturday or Sunday and which
is not a legal holiday or a day on which banking institutions or trust companies
in that Place of Payment or Place of Capital Exchange are authorized or
obligated by law or executive order to close.

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

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

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

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

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

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

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

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

        "Common Trust Securities" has the meaning specified in the first recital
of this Indenture.

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

                                       3
<PAGE>   13

Article Nineteen, the Convertible Securities shall be convertible into any other
shares or other securities or property of the Company or any other corporation,
any reference in this Indenture to the conversion of Convertible Securities
pursuant to Article Nineteen shall be deemed to refer to and include conversion
of Convertible Securities into such other shares or other securities or
property.

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

        "Company Request" and "Company Order" mean, respectively, 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.

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

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

        "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which any particular time its corporate trust business shall be
administered.

        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.

        "Delaware Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

        "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,

                                       4
<PAGE>   14

"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.

        "Distributions," with respect to the Trust Securities issued by an
Issuer Trust, means the amounts payable in respect of such Trust Securities as
provided in the related Trust Agreement and referred to therein as
"Distributions."

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

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

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

        "Extension Period" has the meaning specified in Section 313.

        "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 304.

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

                                       5
<PAGE>   15

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

        "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Company for the benefit of the holders of
the Trust Preferred Securities issued by such Issuer Trust as modified, amended
or supplemented from time to time.

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

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

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

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

        "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in
such matters to the effect that, as a result of the occurrence of a change in
law or regulation or a written change (including any announced prospective
change) in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that such Issuer Trust is or will be considered an
"investment company" that is required to be registered under the Investment
Company Act, which change or prospective change becomes effective or would
become effective, as the case may be, on or after the date of the issuance of
the Trust Preferred Securities of such Issuer Trust.

        "Issuer Trust" has the meaning specified in the first recital of this
Indenture.

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

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

                                       6
<PAGE>   16

        "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 acceptable to the Trustee, which is
delivered to the Trustee.

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

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

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

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

                     (ii) Debt Securities or portions thereof for whose payment
               or redemption money 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 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 the Trustee
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

                                       7
<PAGE>   17

obligor upon the Debt Securities or any Affiliate of the Company or of such
other obligor. Notwithstanding anything herein to the contrary, Debt Securities
of any series initially issued to an Issuer Trust that are owned by such Issuer
Trust shall be deemed to be Outstanding notwithstanding the ownership by the
Company or an Affiliate of any beneficial interest in such Issuer Trust.

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

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

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

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

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

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

        "Property Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as therein provided.

        "ranking junior to the Debt Securities," when used with respect to any
obligation of the Company shall mean any obligation of the Company which (a)
ranks junior to and not equally with or prior to the Debt Securities (or any
other obligations of the Company ranking on a parity with the Debt Securities)
in right of payment upon the happening of any event of the kind specified in the
first sentence of the second paragraph in Section 1801 or (b) is specifically

                                       8
<PAGE>   18

designated as ranking junior to the Debt Securities by express provision in the
instrument creating or evidencing such obligation.

        "ranking on a parity with the Debt Securities," when used with respect
to any obligation of the Company shall mean any obligation of the Company which
(a) ranks equally with and not prior to the Debt Securities in right of payment
upon the happening of any event of the kind specified in the first sentence of
the second paragraph in Section 1801 or (b) is specifically designated as
ranking on a parity with the Debt Securities by express provision in the
instrument creating or evidencing such obligation.

        "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.

        "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 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
officer of the Trustee assigned by it to administer its corporate trust matters.

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

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

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

                                       9
<PAGE>   19

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

        "Senior Debt" means

                     (i) any of the Company's indebtedness for borrowed or
               purchased money, whether or not evidenced by bonds, debentures,
               notes or other written instruments,

                     (ii) the Company's obligations under letters of credit,

                     (iii) any of the Company's indebtedness or other
               obligations with respect to commodity contracts, interest rate
               and currency swap agreements, cap, floor and collar agreements,
               currency spot and forward contracts, and other similar agreements
               or arrangements designed to protect against fluctuations in
               currency exchange or interest rates, and

                     (iv) any guarantees, endorsements (other than by
               endorsement of negotiable instruments for collection in the
               ordinary course of business) or other similar contingent
               obligations in respect of obligations of others of a type
               described in clauses (i), (ii) and (iii) above, whether or not
               such obligation is classified as a liability on a balance sheet
               prepared in accordance with generally accepted accounting
               principles, in each case whether outstanding on the date of
               execution of this Indenture or thereafter incurred, other than
               obligations ranking on a parity with the Debt Securities
               (including the Trust Related Securities) or ranking junior to the
               Debt Securities.

        "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 (including any Additional Interest) thereon, means the
date specified in such Debt Security or a coupon representing such installment
of interest (including any Additional Interest) as the fixed date on which the
principal of such Debt Security or such installment is due and payable, subject,
in the case of any installment of interest, to the deferral of any such date in
the case of an Extension Period.

        "Tax Event" means the receipt by an Issuer Trust of an Opinion of
Counsel (as defined in the relevant Trust Agreement) experienced in such matters
to the effect that, as a result of any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after
the date of issuance of the Trust Preferred Securities of such Issuer Trust,
there is more than an insubstantial risk that (i) such Issuer Trust is, or will
be within 90 days of the delivery of such Opinion of Counsel, subject to United
States Federal income tax with respect to income received or accrued on the
corresponding series of Debt Securities issued by the Company to such Issuer
Trust, (ii) interest

                                       10
<PAGE>   20

payable by the Company on such corresponding series of Debt Securities is not,
or within 90 days of the delivery of such Opinion of Counsel will not be,
deductible by the Company, in whole or in part, for United States Federal income
tax purposes, or (iii) such Issuer Trust is, or will be within 90 days of the
delivery of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

        "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust.

        "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.

        "Trust Preferred Securities" has the meaning specified in the first
recital of this Indenture.

        "Trust Related Securities" means any obligations evidenced by debt
securities (and guarantees in respect of those debt securities) initially issued
to any trust, partnership or other entity affiliated with the Company that is,
directly or indirectly, a financing vehicle of the Company in connection with
the issuance by such entity of capital securities or other similar securities.

        "Trust Securities" has the meaning specified in the first recital of
this Indenture.

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

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

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

                                       11
<PAGE>   21

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.

        SECTION 102.  Compliance Certificates and Opinions.

        Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture (other than the delivery of any
Debt Security to the Trustee for authentication pursuant to Section 303), the
Company shall furnish to the Trustee, 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 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

                                       12
<PAGE>   22

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
Sixteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee,
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
the holding by any Person of a Debt Security, shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders of Debt Securities shall be proved in the
manner provided in Section 1606.

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

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

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

                                       13
<PAGE>   23

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 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,

                                       14
<PAGE>   24

               (1) the Trustee by any Holder, any holder of Trust Preferred
        Securities or the Company shall be sufficient for every purpose
        hereunder (unless otherwise herein expressly provided), if made, given,
        furnished or filed in writing to or with the Trustee at its Corporate
        Trust Office, Attention: Corporate Trust Division, or

               (2) the Company by the Trustee, any Holder or any holder of Trust
        Preferred Securities 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 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.

                                       15
<PAGE>   25

        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.

        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, the Holders and, to the extent expressly
provided in Sections 502, 508, 509, 511, 513, 901 and 902, the holders of Trust
Preferred Securities, 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.

                                       16
<PAGE>   26

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

        SECTION 114.  Counterparts.

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

                                   ARTICLE II.

                               DEBT SECURITY FORMS

        SECTION 201.  Forms Generally.

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

                                       17
<PAGE>   27

        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.

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

                                     , not in its individual capacity but solely
                                     as Trustee


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

        SECTION 203.  Debt Securities in Global Form.

        If Debt Securities of a series are issuable in whole or in part in
global form, as specified as contemplated by Section 301, then, notwithstanding
clause (12) of Section 301 and the provisions of Section 302, such Global
Security shall represent 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.

        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 III.

                               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.

                                       18
<PAGE>   28

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

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

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

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

               (4) the rate or rates, if any, at which the Debt Securities of
        the series shall bear interest, the rate or rates and extent to which
        Additional Interest, if any, shall be payable in respect of any Debt
        Securities of the series, or the method or methods by which such rate or
        rates may be determined, the date or dates from which such interest or
        Additional Interest shall accrue, the Interest Payment Dates on which
        such interest shall be payable, the right, pursuant to Section 313 or as
        otherwise set forth therein, of the Company to defer or extend an
        Interest Payment Date, the Regular Record Date for the interest payable
        on any Registered Security on any Interest Payment Date and the other
        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
        (including Additional Interest) on Debt Securities of the series shall
        be payable, any Registered Securities of the series may be surrendered
        for registration of transfer, Debt Securities of the series may be
        surrendered for exchange and notices and demands to or upon the Company
        in respect of the Debt Securities of the series and this Indenture may
        be served and where notices to Holders pursuant to Section 106 will be
        published;

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

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

               (8) any covenant or option of the Company to create a Securities
        Fund for the repayment of the Debt Securities and the terms and
        conditions of such Securities Fund,

                                       19
<PAGE>   29

        which terms and conditions shall not be inconsistent with Article
        Fifteen;

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

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

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

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

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

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

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

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

                                       20
<PAGE>   30

               (17) the currency or currencies in which payment of the principal
        of (and premium, if any) and interest (including any Additional
        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;

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

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

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

               (21) 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 1005 will
        not apply such covenants and warranties;

               (22) 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 Seventeen;

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

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

               (25) if such Debt Securities are to be issued to an Issuer Trust,
        the form or forms of the Trust Agreement and Guarantee Agreement
        relating thereto;

                                       21
<PAGE>   31

               (26) if other than as set forth herein, the relative degree, if
        any, to which the Debt Securities of the series shall be senior to or be
        subordinated to other series of Debt Securities in right of payment,
        whether such other series of Debt Securities are Outstanding or not; and

               (27) 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.

                                       22
<PAGE>   32

               (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

                                       23
<PAGE>   33

                           (C) that such Debt Securities and coupons, if any,
                     when authenticated and delivered by the Trustee and issued
                     by the Company in the manner and subject to any conditions
                     specified in such Opinion of Counsel, will constitute valid
                     and binding obligations of the Company, enforceable in
                     accordance with their terms, except that where Debt
                     Securities of any series are to be exchanged for Capital
                     Securities or paid from the Securities Fund, the issuance
                     of Capital Securities will require further action by the
                     Board of Directors, and 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

                                       24
<PAGE>   34

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 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.

               (i) Debt Securities distributed to holders of Book-Entry Capital
Securities (as defined in the applicable Trust Agreement) upon the dissolution
of an Issuer Trust shall be distributed in the form of one or more Global
Securities registered in the name of a Depositary or its nominee, and deposited
with the Security Registrar, as custodian for such Depositary, or with such
Depositary, for credit by the Depositary to the respective accounts of the
beneficial owners of the Debt Securities represented thereby (or such other
accounts as they may direct). Debt Securities distributed to holders of Trust
Preferred Securities other than Book-Entry Capital Securities upon the
dissolution of an Issuer Trust shall not be issued in the form of a Global
Security or any other form intended to facilitate book-entry trading in
beneficial interests in such Debt Securities.

        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

                                       25
<PAGE>   35

               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 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 certificate(s) shall
               have been provided earlier pursuant to section 304(b)(v) hereof;
               and provided, further, that definitive Bearer Securities
               (including a

                                       26
<PAGE>   36

               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 exchange of the temporary Global Security for
               definitive Bearer Securities (including a definitive Global
               Bearer Security), unless such certificate(s) 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

                                       27
<PAGE>   37

               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" 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.

                                       28
<PAGE>   38

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 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(11) shall no longer be effective with respect
to the Debt Securities of such series and the Company will execute, and the
Trustee, upon receipt of a Company Order for the authentication and delivery of
definitive Debt Securities of such series, will authenticate and deliver, Debt
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

        The Company may at any time and in its sole discretion determine that
the Debt Securities of any series issued in the form of one or 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 service charge,

               (a) to each Person specified by such Depositary a new Debt
Security or Securities of the same series, of like tenor and terms and of any
authorized 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

                                       29
<PAGE>   39

               (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 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.

                                       30
<PAGE>   40

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

        The Company shall not be required (i) to issue, register the transfer of
or exchange Debt Securities of any particular series to be redeemed or exchanged
for Capital Securities for a period of fifteen days preceding the first
publication of the relevant notice of redemption or, if Registered Securities
are outstanding and there is no publication, the mailing of the relevant notice
of redemption or exchange, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption or exchange in whole or in part,
except the unredeemed or unexchanged portion of such Registered Security being
redeemed or exchanged in part, or (iii) to exchange any Bearer Security so
selected for redemption or exchange except that such a Bearer Security may be
exchanged for a Registered Security of like tenor and terms of that series,
provided that such Registered Security shall be simultaneously surrendered for
redemption or exchange.

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

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

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

                                       31
<PAGE>   41

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 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 and Additional Interest; Interest
Rights Preserved.

        Interest and Additional 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 and Additional 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 and Additional 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

                                       32
<PAGE>   42

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 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 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

                                       33
<PAGE>   43

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

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

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

        Subject to the limitations set forth in Section 1002, the Holder of any
coupon appertaining to a Bearer Security shall be entitled to receive 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.

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

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

        SECTION 308.  Persons Deemed Owners.

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

                                       34
<PAGE>   44

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, upon request, 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.

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

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

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

        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

                                       35
<PAGE>   45

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.

        SECTION 313.  Deferrals of Interest Payment Dates.

        If specified as contemplated by Section 301 with respect to the Debt
Securities of a particular series, so long as no Event of Default has occurred
and is continuing, the Company shall have the right, at any time during the term
of such series, from time to time to defer the payment of interest on such Debt
Securities for such period or periods as may be specified as contemplated by
Section 301 (each, an "Extension Period"), during which Extension Periods the
Company shall, if so specified as contemplated by Section 301, have the right to
make partial payments of interest on any Interest Payment Date. No Extension
Period shall end on a date other than an Interest Payment Date. At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Debt Securities (together with Additional Interest thereon, if
any, at the rate specified for the Debt Securities of such series to the extent
permitted by applicable law); provided, however, that no Extension Period shall
extend beyond the Stated Maturity of the principal of the Debt Securities of
such series; and provided further, however that during any such Extension
Period, the Company shall not (i) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Debt Securities of such series, or (ii) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Company's capital stock (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the

                                       36
<PAGE>   46

Company's capital stock or of any class or series of the Company's indebtedness
for any class or series of the Company's capital stock, (c) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (d) any declaration of a dividend in connection with any
rights plan, or the issuance of rights, stock or other property under any rights
plan, or the redemption or repurchase of rights pursuant thereto, or (e) any
dividend on common stock paid in the form of common stock). Prior to the
termination of any such Extension Period, the Company may further defer the
payment of interest, provided that no Event of Default has occurred and is
continuing, and provided, further that no Extension Period shall exceed the
period or periods specified in such Debt Securities, extend beyond the Stated
Maturity of the principal of such Debt Securities or end on a date other than an
Interest Payment Date. Upon the termination of any such Extension Period and
upon the payment of all accrued and unpaid interest and any Additional Interest
then due on any Interest Payment Date, the Company may elect to begin a new
Extension Period, subject to the above conditions. No interest or Additional
Interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest as and to
the extent as may be specified as contemplated by Section 301. The Company shall
give the Holders of the Debt Securities of such series and the Trustee notice of
its election to begin any such Extension Period at least one Business Day prior
to the next succeeding Interest Payment Date on which interest on Debt
Securities of such series would be payable but for such deferral or, with
respect to any Debt Securities of a series issued to an Issuer Trust, so long as
any such Debt Securities are held by such Issuer Trust, at least one Business
Day prior to the earlier of (i) the next succeeding date on which Distributions
on the Trust Preferred Securities of such Issuer Trust would be payable but for
such deferral, and (ii) the date on which the Property Trustee of such Issuer
Trust is required to give notice to holders of such Trust Preferred Securities
of the record date or the date such Distributions are payable.

        The Trustee shall promptly give notice of the Company's election to
begin any such Extension Period to the Holders of the Outstanding Debt
Securities of such series.

        SECTION 314.  Right of Set-Off.

        With respect to the Debt Securities of a series initially issued to an
Issuer Trust, notwithstanding anything to the contrary herein, the Company shall
have the right to set off any payment it is otherwise required to make in
respect of any such Debt Security to the extent the Company has theretofore
made, or is concurrently on the date of such payment making, a payment under the
Guarantee Agreement relating to such Debt Security or to a holder of Trust
Preferred Securities pursuant to an action undertaken under Section 508 of this
Indenture.

        SECTION 315.  Agreed Tax Treatment.

        Each Debt Security issued hereunder shall provide that the Company and,
by its acceptance of a Debt Security or a beneficial interest therein, the
Holder of, and any Person that acquires a beneficial interest in, such Debt
Security agree that for United States Federal, state and local tax purposes it
is intended that such Debt Security constitutes indebtedness.

                                       37
<PAGE>   47

                                   ARTICLE IV.

                           SATISFACTION AND DISCHARGE

        SECTION 401.  Satisfaction and Discharge of Indenture.

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

                                       38
<PAGE>   48

               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 (including any Additional
               Interest), and any mandatory sinking fund, repayment or analogous
               payments thereon, on the scheduled due dates therefor to the date
               of such deposit (in the case of Debt Securities and coupons which
               have become due and payable) or to the Stated Maturity or
               Redemption Date, if any, and all Repayment Dates (in the case of
               Debt Securities repayable at the option of the Holders thereof);
               provided, however, that in the event a petition for relief under
               the Bankruptcy Reform Act of 1978 or a successor statute is filed
               with respect to the Company within 91 days after the deposit, the
               obligations of the Company under the Indenture with respect to
               the Debt Securities of such series shall not be deemed terminated
               or discharged, and in such event the Trustee shall be required to
               return the deposited money and Eligible Instruments to the
               Company;

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under 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.

        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 1701 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 (including any Additional 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.

                                       39
<PAGE>   49

               (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.

        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,
including the provisions of Article Eighteen hereof (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

                                       40
<PAGE>   50

                   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;

               (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(1) or Section 501(2) or event which, with the giving of
        notice or lapse of time, or both, would become an Event of Default under
        Section 501(1) or Section 501(2) 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

                                       41
<PAGE>   51

        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 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
trust agreement shall provide therefor and the Company shall make such
arrangements as are 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 V.

                                    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 that series, including any Additional Interest in respect thereof,
        when it becomes due and payable, and continuance of such default for a
        period of 30 days (subject to the deferral of any due date in the case
        of an Extension Period); or

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

               (3) failure on the part of the Corporation duly to observe or
        perform any other

                                       42
<PAGE>   52


        of the covenants or agreements on the part of the Corporation in the
        Debt Securities of that series or in this Indenture for a period of 30
        days after the date on which written notice of such failure, requiring
        the Corporation to remedy the same, shall have been given to the
        Corporation by the Trustee by registered or certified mail or to the
        Corporation and the Trustee by the Holders of at least 25% in aggregate
        principal amount of the Outstanding Securities of that series; or

               (4) the entry of a decree or order by a court having jurisdiction
        in the premises adjudging the Corporation a bankrupt or insolvent, or
        approving as properly filed a petition seeking reorganization of the
        Corporation under the Bankruptcy Code or any other similar applicable
        Federal or State law, which decree or order shall have continued
        undischarged and unstayed for a period of 60 days; or the entry of a
        decree or order of a court having jurisdiction in the premises for the
        appointment of a receiver or liquidator or trustee or assignee in
        bankruptcy or insolvency of the Corporation or of its property, or for
        the winding up or liquidation of its affairs, which decree or order
        shall have continued undischarged and unstayed for a period of 60 days;
        or

               (5) the commencement by the Corporation of voluntary proceedings
        to be adjudicated a bankrupt, or consent by the Corporation to the
        filing of a bankruptcy proceeding against it, or the filing by the
        Corporation of a petition or answer or consent seeking reorganization
        under the Bankruptcy Code or any other similar Federal or State law, or
        consent by the Corporation to the filing of any such petition, or the
        consent by the Corporation to the appointment of a receiver or
        liquidator or trustee or assignee in bankruptcy or insolvency of it or
        of its property, or the making by the Corporation of an assignment for
        the benefit of creditors, or the admission by the Corporation in writing
        of its inability to pay its debts generally as they become due; or

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

        SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

        If an Event of Default (other than an Event of Default specified in
Section 5.1(4) or 5.1(5)) 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 aggregate principal amount of the
Outstanding Debt Securities of that series may declare the principal amount (or,
if the Debt Securities of that series are Original Issue Discount Securities,
such portion of the principal amount as may be specified in the terms of that
series) of all the Debt Securities of that series to be due and payable
immediately, by a notice in writing to the Corporation (and to the Trustee if
given by Holders), provided that, in the case of the Debt Securities of a series
issued to an Issuer Trust, if, upon an Event of Default, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of such series fail to declare the principal of all the Outstanding
Debt Securities of such series to be immediately due and payable, the holders of
at least 25% in aggregate Liquidation Amount (as defined in the related Trust
Agreement) of the related series of Trust Preferred Securities issued by such
Issuer Trust then outstanding shall have the right to make such declaration by a
notice in writing to the Corporation and the Trustee; and upon any such
declaration such principal amount

                                       43
<PAGE>   53

(or specified portion thereof) of and the accrued interest (including any
Additional Interest) on all the Debt Securities of such series shall become
immediately due and payable. If an Event of Default specified in Section 5.1(4)
or 5.1(5) with respect to Debt Securities of any series at the time Outstanding
occurs, the principal amount of all the Debt Securities of such series (or, if
the Debt Securities of such series are Original Issue Discount Securities, such
portion of the principal amount of such Debt Securities as may be specified by
the terms of that series) shall automatically, and without any declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable. Payment of principal and interest (including any Additional
Interest) on such Debt Securities shall remain subordinated to the extent
provided in Article XVIII notwithstanding that such amount shall become
immediately due and payable as herein provided.

        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 and any
                   accrued Additional Interest on all Debt Securities of such
                   series,

                           (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 and Additional 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 such series which
        have become due solely by such declaration of acceleration, have been
        cured or waived as provided in Section 513.

        In the case of Debt Securities of a series initially issued to an Issuer
Trust, if the Holders of such Debt Securities fail to annul such declaration and
waive such default, the holders of a majority in aggregate Liquidation Amount
(as defined in the related Trust Agreement) of the

                                       44
<PAGE>   54

related series of Trust Preferred Securities issued by such Issuer Trust then
outstanding shall also have the right to rescind and annul such declaration and
its consequences by written notice to the Company and the Trustee, subject to
the satisfaction of the conditions set forth in Clauses (1) and (2) above of
this Section 502.

        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
        (including any Additional Interest) on any Debt Security or any related
        coupon when such interest becomes due and payable and such default
        continues for a period of 30 days, or

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

               (3) default is made 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 is made in any required designation of funds as
        Securities Funds, 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, sinking fund installment
        and interest (including any Additional Interest), including the delivery
        of any Capital Securities then required to be delivered, and, to the
        extent that payment of such interest shall be legally enforceable,
        interest upon the overdue principal (and premium, if any) and, upon
        overdue installments of interest, at the rate or rates prescribed
        therefor in such Debt Securities, and, in addition thereto, such further
        amount as shall be sufficient to cover the costs and expenses of
        collection, including the reasonable compensation, expenses,
        disbursements and advances of the Trustee, its agents and counsel.

        If the Company fails to pay such amounts (including the delivery of any
Capital Securities then required to be delivered) forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid and the
delivery of any Capital Securities required to be delivered and not so
delivered, or, in the case of the failure to deliver Capital Securities, money
equal to the principal amount of the Debt Securities for which the Capital
Securities were to be exchanged, and may prosecute such proceeding to judgment
or final decree, and may enforce the same against the Company or any other
obligor upon such Debt Securities and coupons and collect the moneys (or money
equal to the principal amount of any Debt Securities for which Capital
Securities were to be exchanged) adjudged or decreed to be payable in the manner
provided by law out of the property of the Company or any other obligor upon
such Debt Securities and coupons, wherever situated.

                                       45
<PAGE>   55

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

        (2) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, custodian, liquidator, sequestrator or other similar official
in any such proceeding is hereby authorized by each Holder to make such payments
to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

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

        All rights of action and claims under this Indenture or the Debt
Securities or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Debt

                                       46
<PAGE>   56

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 (including any Additional 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 amounts then due and unpaid to the holders of
Senior Debt, to the extent required by Article Eighteen;

        THIRD: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest (including any Additional 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 (including any
Additional 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 (including any Additional Interest) on such
series of Debt Securities in the currency in which such series of Debt
Securities is denominated into Dollars at the Exchange Rate as of the date of
declaration of acceleration of the Maturity of the Debt Securities; and

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

        SECTION 507.  Limitation on Suits.

        No Holder of any Debt 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;

                                       47
<PAGE>   57

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

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

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

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

        SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest and to Exchange Debt Securities for Capital Securities;
Direct Action by Holders of Trust Preferred Securities.

        Notwithstanding any other provision in this Indenture, the Holder of any
Debt Security or coupon shall have the right which is absolute and unconditional
to receive payment of 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), to have the Debt Securities exchanged
for Capital Securities pursuant to Article Fourteen, if applicable, and to
institute suit for the enforcement of any such payment or exchange, and such
right shall not be impaired without the consent of such Holder, subject,
however, to the provisions of Article Eighteen. In the case of Debt Securities
of a series issued to an Issuer Trust, any registered holder of the series of
Trust Preferred Securities issued by such Issuer Trust shall have the right,
upon the occurrence of a default described in Section 503(1) or (2), to
institute a suit directly against the Company for enforcement of payment to such
holder of principal of (premium, if any) and (subject to Sections 307 and 313)
interest (including any Additional Interest) on the Debt Securities having a
principal amount equal to the aggregate Liquidation Amount (as defined in the
related Trust Agreement) of such Trust Preferred Securities held by such holder.

        SECTION 509.  Restoration of Rights and Remedies.

        If the Trustee, any Holder or any holder of Trust Preferred Securities
issued by an Issuer Trust 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, such
Holder or such holder of Trust Preferred Securities, then and in every such case
the Company, the Trustee, the Holders and the holders of Trust Preferred
Securities 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

                                       48
<PAGE>   58

Trustee, the Holders and the holders of the Trust Preferred Securities 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 or to the Holders and the right and remedy
given to the holders of Trust Preferred Securities by Section 508 may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee, the Holders or the holders of Trust Preferred Securities, 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 proper by the
        Trustee which is not inconsistent with such direction.

        SECTION 513.  Waiver of Past Defaults.

        The Holders of not less than a majority in principal amount of the
Outstanding Debt Securities of any series on behalf of the Holders of all the
Debt Securities of any such series and any related coupons and, in the case of
any Debt Securities of a series initially issued to an Issuer Trust, the holders
of a majority in aggregate Liquidation Amount (as defined in the related Trust

                                       49
<PAGE>   59

Agreement) of Trust Preferred Securities issued by such Issuer Trust may 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 (including any Additional 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 party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having 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 (including any Additional 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) or for the enforcement of the right to exchange any Debt Securities for
Capital Securities as provided in Article Fourteen.

        SECTION 515.  Waiver of Stay or Extension Laws.

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

                                       50
<PAGE>   60

                                   ARTICLE VI.

                                   THE TRUSTEE

        SECTION 601.  Certain Duties and Responsibilities.

        The duties and responsibilities of the Trustee shall be as provided in
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. 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, except in the case of a default in the
payment of the principal of (or premium, if any) or interest (including any
Additional Interest) on any Debt Security of such series or any related coupons
or in the payment of any sinking fund installment with respect to Debt
Securities of such series or in the exchange of Capital Securities for Debt
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the interest of the
Holders of Debt Securities of such series. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default with respect to Debt Securities of such
series.

        SECTION 603.  Certain Rights of Trustee.

        Except as otherwise provided in Section 601:

               (a) the Trustee may rely and shall be 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 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;

                                       51
<PAGE>   61

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

               (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture, note, coupon, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, other than any such books or records containing
information as to the affairs of the customers of the Company or any of its
subsidiaries; provided that the Trustee may examine such books and records
relating to customers to the extent that such books and records contain
information as to any payments made to such customers in their capacity as
Holders of Debt Securities; and

               (g) the Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder; no Exchange Rate Agent, Capital Exchange 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 or any Capital Securities. The Trustee shall not be accountable for the
use or application by the Company of any Debt Securities or the proceeds
thereof. The Trustee shall not be responsible for and makes no representations
to the Company's ability or authority to issue Bearer Securities or the
lawfulness thereof.

        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

                                       52
<PAGE>   62

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

        SECTION 606.  Money Held in Trust.

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

        SECTION 607.  Compensation and Reimbursement.

        The Company agrees

               (1) to pay to the Trustee from time to time reasonable
        compensation for all services rendered by it hereunder which shall have
        been separately agreed to 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 bad faith; and

               (3) to indemnify the Trustee for, and to hold it harmless
        against, any claim, loss, liability or expense incurred without
        negligence or bad faith on its part, arising out of or in connection
        with the acceptance or administration of 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. The claims of the
Trustee under this Section shall not be subject to the provisions of Article
Eighteen. The provisions of this Section 607 shall survive the termination of
this Indenture and the resignation or removal of the Trustee.

        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

                                       53
<PAGE>   63
Indenture with respect to Debt Securities of any particular series of Debt
Securities other than that series. The Trust Agreement and the Guarantee
Agreement with respect to each Issuer Trust shall be deemed to be specifically
described in this Indenture for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.

        SECTION 609.  Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder which shall be a
corporation 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
$5,000,000, and subject to supervision or examination by Federal or State
authority; provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at
any time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

        SECTION 610.  Resignation and Removal; Appointment of Successor.

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

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

               (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

                                       54
<PAGE>   64

               (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 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 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

                                       55
<PAGE>   65

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.

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

        SECTION 611.  Acceptance of Appointment by Successor.

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

               (b) In 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

                                       56
<PAGE>   66

resignation or removal of the retiring Trustee shall become effective to the
extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Debt Securities of that
or those series to which the appointment of such successor Trustee relates; but,
on the request of the Company or any successor Trustee, such retiring Trustee
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder with respect to the Debt
Securities of that or those series to which the appointment of such successor
Trustee relates.

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

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

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

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

        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

                                       57
<PAGE>   67

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 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 ____________________ 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 Company agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this Section.

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

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

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


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



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

                                       58
<PAGE>   68


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

                                  ARTICLE VII.

                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.

                                       59
<PAGE>   69

        SECTION 703.  Reports by Trustee.

               (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.

                                  ARTICLE VIII.

              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 any
        Additional Interest and 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;

               (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

                                       60
<PAGE>   70

        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 or merger, 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 IX.

                             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

               (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

                                       61
<PAGE>   71

        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, in the case of the Debt Securities of a series issued to an Issuer
        Trust and for so long as any of the corresponding series of Trust
        Preferred Securities issued by such Issuer Trust shall remain
        outstanding, the holders of such Trust Preferred Securities; 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,

               (1) change the Stated Maturity of the principal or any
        installment of principal

                                       62
<PAGE>   72

        of, or any installment of interest (including any Additional Interest)
        on, any Debt Security (other than to the extent set forth in any such
        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 any
        right to the delivery of Capital Securities in exchange for Debt
        Securities provided for in this Indenture or the right to institute suit
        for the enforcement of any such payment on or after the Stated Maturity
        thereof (or, in the case of redemption or repayment, on or after the
        Redemption Date or Repayment Date or Capital Exchange Date, as the case
        may be), or

               (2) reduce the percentage in principal amount of the Outstanding
        Debt Securities of any series, the consent of whose Holders is required
        for any such supplemental indenture, or the consent of whose Holders is
        required for any waiver (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 1604 for
        quorum or voting, or

               (3) modify any of the provisions of this Section, Section 513 or
        Section 1005, 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 1005, 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; or

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

               (6) impair the right of any Holder of Convertible Securities of
        any series to convert such Debt Securities pursuant to Article Nineteen;
        and provided, further, that no change shall be made in the provisions of
        Article Eighteen that will affect adversely the holders of Senior Debt
        without the consent of the holders of all Senior Debt Outstanding; and
        provided, further, that, in the case of the Debt Securities of a series
        issued to an Issuer Trust, so long as any of the corresponding series of
        Trust Preferred Securities

                                       63
<PAGE>   73

        issued by such Issuer Trust remains outstanding, (i) no such amendment
        shall be made that adversely affects the holders of such Trust Preferred
        Securities in any material respect, and no termination of this Indenture
        shall occur, and no waiver of any Event of Default or compliance with
        any covenant under this Indenture shall be effective, without the prior
        consent of the holders of at least a majority of the aggregate
        Liquidation Amount (as defined in the related Trust Agreement) of such
        Trust Preferred Securities then outstanding unless and until the
        principal of (and premium, if any, on) the

        Debt Securities of such series and all accrued and (subject to Section
307) unpaid interest (including any Additional Interest) thereon have been paid
in full, and (ii) no amendment shall be made to Section 508 of this Indenture
that would impair the rights of the holders of Trust Preferred Securities issued
by any Issuer Trust provided therein without the prior consent of the holders of
each such Capital Trust Security then outstanding unless and until the principal
of (and premium, if any, on) the Debt Securities of such series and all accrued
and (subject to Section 307) unpaid interest (including any Additional Interest)
thereon have been paid in full.

        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 any
corresponding series of Trust Preferred Securities of an Issuer Trust that holds
the Debt Securities of any series, or which modifies the rights of the Holders
of Debt Securities of such series or holders of such Trust Preferred Securities
of such corresponding 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 or holders of Trust Preferred Securities of
any other such corresponding 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 relying upon, an
Opinion of Counsel and an Officers' Certificate each 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.

                                       64
<PAGE>   74

        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 X.

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

        SECTION 1002. Maintenance of Office or Agency.

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

                                       65
<PAGE>   75

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,
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 (including any Additional Interest) so
becoming due until such

                                       66
<PAGE>   76

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 (including any Additional
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 (including any Additional Interest) so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest (including any Additional 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 (including any Additional 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 (including any Additional Interest) on the Debt
        Securities of such series or any appurtenant coupons; and

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

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

        Any principal and interest received on the Eligible Instruments
deposited with the Trustee or any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal of
(and premium, if any) or interest (including any Additional 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

                                       67
<PAGE>   77

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. Officers' Certificate as to Default.

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

        SECTION 1005. Waiver of Certain Covenants.

        Subject to the rights of holders of Trust Preferred Securities specified
in Section 902, if any, the Company may omit in any particular instance to
comply with any 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 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,

                                       68
<PAGE>   78

additional amounts are, were or would be payable in respect thereof pursuant to
the provisions of this Section and express mention of the payment of additional
amounts (if applicable) in any provisions hereof shall not be construed as
excluding additional amounts in those provisions hereof where such express
mention is not made.

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

        SECTION 1007. Additional Sums.

        In the case of the Debt Securities of a series initially issued to an
Issuer Trust, so long as no Event of Default has occurred and is continuing and
except as otherwise specified as contemplated by Section 301, if (i) an Issuer
Trust is the Holder of all of the Outstanding Debt Securities of such series,
and (ii) a Tax Event has occurred and is continuing in respect of such Issuer
Trust, the Company shall pay to such Issuer Trust (and its permitted successors
or assigns under the related Trust Agreement) for so long as such Issuer Trust
(or its permitted successor or assignee) is the registered holder of the
Outstanding Debt Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amounts (as defined in such Trust Agreement)) then due and payable by such
Issuer Trust on the related Trust Preferred Securities and Common Trust
Securities that at any time remain outstanding in accordance with the terms
thereof shall not be reduced as a result of any Additional Taxes arising from
such Tax Event; provided, however, that Additional Sums shall not include any
withholding taxes arising after the occurrence of a Tax Event and which have
been withheld from payments to Holders of Trust Securities and for which Holders
are liable (the "Additional Sums"). Whenever in this Indenture or the Debt
Securities there is a reference in any context to the payment of principal of or
interest on the Debt Securities, such mention shall be deemed to include mention
of the payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in
respect thereof pursuant to the provisions of this paragraph and express mention
of the payment

                                       69
<PAGE>   79

of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 313 or the Debt Securities shall not defer the
payment of any Additional Sums that may be due and payable.

        SECTION 1008. Additional Covenants.

        The Company covenants and agrees with each Holder of Debt Securities of
each series that it shall not (x) make any payment of principal of or interest
or premium, if any, on or repay, repurchase or redeem any debt securities of the
Company that rank pari passu in all respects with or junior in interest to the
Debt Securities of such series, or (y) declare or pay any dividends or
distributions on, or redeem purchase, acquire or make a liquidation payment with
respect to, any shares of the Company's capital stock (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company in connection with any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, in connection with a dividend reinvestment
or stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, (b) as a result of an exchange or conversion
of any class or series of the Company's capital stock (or any capital stock of a
Subsidiary of the Company) for any class or series of the Company's capital
stock or of any class or series of the Company's indebtedness for any class or
series of the Company's capital stock, (c) the purchase of fractional interests
in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any rights plan, or the
issuance of rights, stock or other property under any rights plan, or the
redemption or repurchase of rights pursuant thereto, or (e) any dividend on
common stock paid in the form of common stock) if at such time (i) there shall
have occurred any event (A) of which the Company has actual knowledge that with
the giving of notice or the lapse of time, or both, would constitute an Event of
Default with respect to the Debt Securities of such series, and (B) which the
Company shall not have taken reasonable steps to cure, (ii) if the Debt
Securities of such series are held by an Issuer Trust, the Company shall be in
default with respect to its payment of any obligations under the Guarantee
Agreement relating to the Trust Preferred Securities issued by such Issuer
Trust, or (iii) the Company shall have given notice of its election to begin an
Extension Period with respect to the Debt Securities of such series as provided
herein and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

        The Company also covenants with each Holder of Debt Securities of a
series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of
the Common Trust Securities of such Issuer Trust, provided that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Trust Securities, (ii) as holder of such Common Trust Securities,
not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than
(a) in connection with a distribution of the Debt Securities of such series to
the holders of the related Trust Preferred Securities in liquidation of such
Issuer Trust, or (b) in connection with certain mergers, consolidations or
amalgamations permitted by the related Trust Agreement, and (iii) to use its
reasonable efforts, consistent with the terms and provisions of such Trust

                                       70
<PAGE>   80

Agreement, to cause such Issuer Trust to continue not to be taxable as a
corporation for United States federal income tax purposes.

                                   ARTICLE XI.

                          REDEMPTION OF DEBT SECURITIES

        SECTION 1101. Applicability of Article.

        Subject to the Company having received the prior approval of the Primary
Federal Regulator, if then required under the applicable capital guidelines or
policies of the Primary Federal Regulator, 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 and, in the case of Debt Securities of a series held by an Issuer Trust,
the Property Trustee under the related Trust Agreement, of such Redemption Date
and of the principal amount and the tenor and terms of the Debt Securities of
any series to be redeemed; provided that in the case of any series of Debt
Securities initially issued to an Issuer Trust, for so long as such Debt
Securities are held by such Issuer Trust, such notice shall be given not less
than 45 nor more than 75 days prior to such Redemption Date (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement). 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.

                                       71
<PAGE>   81

        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, provided that in the case of any
series of Debt Securities initially issued to an Issuer Trust, for so long as
such Debt Securities are held by such Issuer Trust, such notice shall be given
not less than 45 nor more than 75 days prior to such Redemption Date (unless a
shorter notice shall be satisfactory to the Property Trustee under the related
Trust Agreement).

        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 (including any Additional Interest) thereon shall cease to
        accrue on and after said date,

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

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

               (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.

                                       72
<PAGE>   82

        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 (including any Additional Interest) on which when due (and without
reinvestment and providing no tax liability will be imposed upon the Trustee or
the Holders of the Debt Securities to be redeemed) will provide money on or
prior to the Redemption Date in such amounts as will (together with any money
irrevocably deposited in trust with the Trustee, without investment) be
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest (including any Additional
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
(including any Additional Interest) to the Redemption Date; provided, however,
that installments of interest (including any Additional Interest) on Bearer
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of coupons for such interest (at an
office or agency located outside the United States except as otherwise provided
in Section 1002), and provided further, that installments of interest on
Registered Securities whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Debt Securities, or one or more
Predecessor Securities, 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

                                       73
<PAGE>   83

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.

        SECTION 1107. Right of Redemption of Debt Securities Initially Issued to
an Issuer Trust.

        In the case of the Debt Securities of a series initially issued to an
Issuer Trust, except as otherwise specified as contemplated by Section 301, the
Company, at its option, may redeem such Debt Securities (i) on or after the date
specified in such Debt Security, in whole at any time or in part from time to
time, or (ii) upon the occurrence and during the continuation of a Tax Event or
an Investment Company Event, at any time within 90 days following the occurrence
and during the continuation of such Tax Event or Investment Company Event, in
whole (but not in part), in each case at a Redemption Price specified in such
Debt Security, together with accrued interest (including any Additional
Interest) to, but excluding, the Redemption Date.

        If less than all the Debt Securities of any such series are to be
redeemed, the aggregate principal amount of such Debt Securities remaining
Outstanding after giving effect to such redemption shall be sufficient to
satisfy any provisions of the Trust Agreement related to the Issuer Trust to
which such Debt Securities were issued, including any requirement in such Trust
Agreement as to the minimum Liquidation Amount (as defined in such Trust
Agreement) of Trust Preferred Securities that may be held by a holder of Trust
Preferred Securities thereunder.

                                   ARTICLE XII

                                  SINKING FUNDS

        SECTION 1201. Applicability of Article.

                                       74
<PAGE>   84

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

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

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

        SECTION 1203. Redemption of Debt Securities for Sinking Fund.

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

                                       75
<PAGE>   85

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.

                                  ARTICLE XIII.

                       REPAYMENT AT THE OPTION OF HOLDERS

        SECTION 1301. Applicability of Article.

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

        SECTION 1302. Repayment of Debt Securities.

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

        SECTION 1303. Exercise of Option; Notice.

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

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

                                       76
<PAGE>   86

entitled to receive the amount so deducted without interest thereon; provided,
however, that interest represented by coupons shall be payable only at an office
or agency located outside the United States except as otherwise provided in
Section 1002.

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

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

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

        SECTION 1304. Election of Repayment by Remarketing Entities.

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

        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

                                       77
<PAGE>   87

void, unless the Company shall default in the payment of such price in which
case the Company shall continue to be obligated for the principal amount of such
Debt Securities and shall be obligated to pay interest on such principal amount
at the rate borne by such Debt Securities from time to time until payment in
full of such principal amount.

                                  ARTICLE XIV.

               EXCHANGE OF CAPITAL SECURITIES FOR DEBT SECURITIES

        SECTION 1401. Applicability of Article.

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

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

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

        The Company shall give notice in the manner provided in Section 106 to
Holders of the Debt Securities of any series to be exchanged, the Trustee and
the Capital Exchange Agent as to the type of Capital Securities to be exchanged
for the Debt Securities of such series on the Capital Exchange Date for Debt
Securities of such series. Such notice shall include a form of Capital Security
Election Form substantially as set forth in Section 1409, shall make the
statements and contain the information included in Section 1404(a), and shall be
given no less than 90 days prior to the Stated Maturity of such Debt Securities.
Notice of such Capital Exchange Date, together with the amount of Capital
Securities being exchanged for each $1,000 principal amount of Debt Securities
of such series, or the minimum denomination of the Debt Securities of such
series, if larger, shall also be given by the Company in the manner required by
Section 1404(b) not less than three Business Days prior to such Capital Exchange
Date.

        The Capital Exchange Date for any prepayment of Debt Securities of each
series may be selected by the Company to be any date between a date 60 days
prior to the Stated Maturity of such Debt Securities and such Stated Maturity,
inclusive, and to be the date of the closing of the Secondary Offering for Debt
Securities of such series. In the event the Company fails to effect such
Secondary Offering, the Capital Exchange Date will be the Stated Maturity of the
Debt Securities of such series. Notice of each such Capital Exchange Date,
together with the amount of Capital Securities being exchanged for each $1,000
principal amount of Debt Securities of such series, or the minimum denomination
of the Debt Securities of such series, if larger, shall

                                       78
<PAGE>   88

also be given by the Company in the manner required by Section 1404(b) not less
than three Business Days prior to such Capital Exchange Date.

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

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

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

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

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

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

        SECTION 1404. Notices of Exchange.

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

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

               (2) the proposed Capital Exchange Date;

               (3) that each Holder of Debt Securities of such series being
        exchanged will receive on such Capital Exchange Date accrued and unpaid
        interest in cash and may elect to receive on such Capital Exchange Date
        Capital Securities with a Market Value equal to the principal amount of
        the Debt Securities of such series owned by such Holder and that, in the
        absence of any such election by the Holder, such Holder will be deemed
        to have

                                       79
<PAGE>   89

        received on such Capital Exchange Date Capital Securities having such
        Market Value and to have elected to have such Capital Securities sold
        for such Holder by the Company in the related Secondary Offering for
        cash proceeds to such Holder on such Capital Exchange Date equal to the
        aggregate principal amount of all Debt Securities of such series being
        exchanged owned by such Holder;

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

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

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

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

               (8) the Place or Places of Capital Exchange;

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

               (10) the CUSIP number, if any.

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

               (c) (1) Except as may otherwise be specified pursuant to Section
301 for Debt Securities of any series, if less than all the Debt Securities of
any series are to be exchanged, the Company shall at least 135 days prior to the
related Capital Exchange Date (unless a shorter period shall be satisfactory to
the Trustee) notify the Trustee of such Capital Exchange Date and of the
principal amount of Debt Securities of such series to be exchanged and the
particular Debt Securities to be exchanged shall be selected not more than 135
days prior to the related Capital Exchange Date by the Trustee, from the
Outstanding Debt Securities of such series not

                                       80
<PAGE>   90

previously exchanged, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for exchange of portions
(equal to the minimum authorized denomination for Debt Securities of such series
or any integral multiple thereof) of the principal amount of Registered or
Bearer Securities of such series of a denomination larger than the minimum
authorized denomination for Debt Securities of such series.

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

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

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

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

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

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

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

                                       81
<PAGE>   91

and that after completion of the Secondary Offering such Holder will own less
than one percent of the class of such Capital Securities.

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

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

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

        SECTION 1406. Election to Exchange.

                                       82
<PAGE>   92

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

        SECTION 1407. Deposit of Capital Exchange Price.

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

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

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

        If any Bearer Security surrendered for exchange shall not be accompanied
by all unmatured coupons and all matured coupons in default, such Bearer
Security may be paid after deducting from the Capital Exchange Price an amount
equal to the face amount of all missing coupons, or the surrender of such
missing coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Capital Exchange Agent harmless. If thereafter the Holder of such
Bearer Security shall surrender to the Trustee or Capital Exchange Agent any
such missing coupon in respect of which a deduction shall have been made from
the Capital Exchange Price, such Holder shall be entitled to receive the amount
so deducted without interest thereon; provided, however,

                                       83
<PAGE>   93

that interest on Bearer Securities shall be payable only at an office or agency
located outside of the United States except as otherwise provided in Section
1002.

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

        Any Registered Security which is to be exchanged only in part shall be
surrendered as provided herein (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder or his attorney duly
authorized in writing) and the Company shall execute, the Trustee shall
authenticate and there shall be delivered to the Holder of such Debt Security
without service charge a new Registered Security or Securities of the same
series, of any authorized denomination or denominations as requested by such
Holder in aggregate principal amount equal to and in exchange for the
unexchanged portion of principal of the Debt Security so surrendered.

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

        SECTION 1409. Form of Capital Security Election Form.

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

                         CAPITAL SECURITY ELECTION FORM

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

                                       84
<PAGE>   94

        The undersigned Holder of [insert title of Debt Security] ("Debt
Securities") of IndyMac Bancorp, Inc. hereby elects to receive on the Capital
Exchange Date determined pursuant to the Indenture dated as of ______________,
("Indenture"), between IndyMac Bancorp, Inc. and ____________________, as
Trustee, and referred to in the notice of exchange published or delivered to the
undersigned with this Capital Security Election Form, Capital Securities of
IndyMac Bancorp, Inc. with a Market Value equal to the principal amount of the
Debt Securities being exchanged owned by the undersigned Holder and, in the case
of Bearer Securities, delivered herewith together with all coupons appertaining
thereto. Unless this Capital Security Election Form together with, in the case
of Bearer Securities, such Bearer Securities and coupons, is received by any
Capital Exchange Agent named above at an address shown above on or prior to
______________________________, the Holder will be deemed to have elected to
participate in the sale of the Holder's Capital Securities in the Secondary
Offering and will receive cash on the Capital Exchange Date in an amount equal
to the principal amount of all Debt Securities being exchanged owned by the
Holder. All terms used herein and not otherwise defined herein shall have the
meanings specified in the Indenture.

Dated
      -------------------------

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

        SECTION 1410. Fractional Capital Securities.

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

        SECTION 1411. Company to Obtain Governmental and Regulatory Approvals.

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

        SECTION 1412. Taxes on Exchange.

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

                                       85
<PAGE>   95

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

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

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

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

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

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

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

                                       86
<PAGE>   96

The above provisions of this Section shall similarly apply to successive
consolidations, mergers, conveyances or transfers.

        SECTION 1415. Trustee Not Responsible.

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

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

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

        In the event such obligation is revoked

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

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

        SECTION 1417. Optional Securities Funds.

                                       87
<PAGE>   97

               (a) (1) With respect to Debt Securities of any series for which
an Officers' Certificate or supplemental indenture pursuant to Section 301
provides that the Debt Securities of such series are exchangeable for Capital
Securities, the Company may elect to establish a fund (referred to herein as the
"Optional Securities Funds") to which funds may at any time be designated by the
Company as provided in Section 1502 as if such Optional Securities Funds were
Securities Funds (as defined in Article Fifteen) to be used to pay the principal
of the Debt Securities of such series.

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

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

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

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

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

                                       88
<PAGE>   98

                                   ARTICLE XV.

                                SECURITIES FUNDS

        SECTION 1501. Creation of Securities Funds.

        A fund (the "Securities Funds") will be established when specified in an
Officers' Certificate or supplemental indenture pursuant to Section 301 for the
Debt Securities of any series pursuant to which funds may be designated by the
Company as provided in Section 1502, to be used to pay the principal of the Debt
Securities of that series.

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

        SECTION 1502. Designations of Securities Funds.

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

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

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

                                       89
<PAGE>   99

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

                                  ARTICLE XVI.

                     MEETINGS OF HOLDERS OF DEBT SECURITIES

        SECTION 1601. Purposes for Which Meetings May Be Called.

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

        SECTION 1602. Call, Notice and Place of Meetings.

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

               (b) In case at any time the Company, pursuant to a Board
Resolution, or the Holders of at least 10% in principal amount of the
Outstanding Debt Securities of any series shall have requested the Trustee to
call a meeting of the Holders of Debt Securities of such series for any purpose
specified in Section 1601, by written request setting forth in reasonable detail
the action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not

                                       90
<PAGE>   100

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 1603. Persons Entitled to Vote at Meetings.

        To be entitled to vote at any meeting of Holders of Debt Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or (2) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Debt Securities of
such series by such Holder or Holders. The only Persons who shall be entitled to
be present or to speak at any meeting of Holders of Debt Securities of any
series shall be the Persons entitled to vote at such meeting and their counsel,
any representatives of the Trustee and its counsel and any representatives of
the Company and its counsel.

        SECTION 1604. Quorum; Action.

        The Persons entitled to vote a majority in principal amount of the
Outstanding Debt Securities of a series shall constitute a quorum for a meeting
of Holders of Debt Securities of such series. 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
1602(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

                                       91
<PAGE>   101

Securities of such series and the related coupons, whether or not present or
represented at the meeting.

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

               (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Debt Securities of such series in regard to proof of the
holding of Debt Securities of such series and of the appointment of proxies and
in regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it shall
deem appropriate. Except as otherwise permitted or required by any such
regulations, the 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.

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

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

               (d) Any meeting of Holders of Debt Securities of any series duly
called pursuant to Section 1602 at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of
the Outstanding Debt Securities of such series represented at the meeting; and
the meeting may be held as so adjourned without further notice.

        SECTION 1606. Counting Votes and Recording Action of Meetings.

        The vote upon any resolution submitted to any meeting of Holders of Debt
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Debt Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Debt Securities of such series held or represented by them.

                                       92
<PAGE>   102

The permanent chairperson of the meeting shall appoint two inspectors of votes
who shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Debt Securities of
any series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1602 and, if
applicable, Section 1601. 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 signed and verified shall be conclusive evidence
of the matters therein stated.

                                  ARTICLE XVII

                                   DEFEASANCE

        SECTION 1701. Termination of Company's Obligations.

        If this Section 1701 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 any 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(1) or
Section 501(2) or event that with notice or lapse of time or both would
constitute such an Event of Default shall have occurred and be continuing on
such date, (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 any covenant determined pursuant to Section 301 to be

                                       93
<PAGE>   103

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 any 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.

        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 any covenant determined pursuant to Section 301 to be
subject to this Section.

        SECTION 1702. 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 1701 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 1701. After such payment to the Company, the Holders of the Debt
Securities of such series and any related coupons shall thereafter, as unsecured
general creditors, look only to the Company for the payment thereof.

        SECTION 1703. Indemnity for Eligible Instruments.

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

                                       94
<PAGE>   104

                                  ARTICLE XVIII

                        SUBORDINATION OF DEBT SECURITIES

        SECTION 1801. Debt Securities Subordinate to Senior Debt.

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

        In the event of

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


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

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

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

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

                                       95
<PAGE>   105

assets of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Debt Securities and such
other obligations before any payment or other distribution, whether in cash,
property or otherwise, shall be made on account of any capital stock or any
obligations of the Company ranking junior to the Debt Securities and such other
obligations.

        In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Debt at the time outstanding and to any securities issued
in respect thereof under any such plan or reorganization or readjustment), shall
be received by the Trustee or any Holder in contravention of any of the terms
hereof such payment or distribution or security shall be received in trust for
the benefit of, and shall be paid over or delivered and transferred to, the
holders of the Senior Debt at the time outstanding in accordance with the
priorities then existing among such holders for application to the payment of
all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior
Debt in full. In the event of the failure of the Trustee or any Holder to
endorse or assign any such payment, distribution or security, each holder of
Senior Debt is hereby irrevocably authorized to endorse or assign the same.

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

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

        The Trustee and Holders will take such action (including, without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Debt or consent to the filing of a financing

                                       96
<PAGE>   106

statement with respect hereto) as may, in the opinion of counsel designated by
the holders of a majority in principal amount of the Senior Debt at the time
outstanding, be necessary or appropriate to assure the effectiveness of the
subordination effected by these provisions.

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

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

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

        SECTION 1803. Payment Permitted If No Default.

        Nothing contained in this Article Eighteen or elsewhere in this
Indenture, or in any of the Debt Securities, shall prevent (a) the Company at
any time, except during the pendency of any dissolution, winding up, liquidation
or reorganization proceedings referred to in Section 1801, from making payments
of the principal of (or premium, if any) or interest (including any Additional
Interest) on the Debt Securities or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to payments of the
principal of or interest (including any Additional Interest) on the Debt
Securities, if, at the time of such deposit, the Trustee or such Paying Agent,
as the case may be, did not have the written notice provided for in Section 1804
of any event prohibiting the making of such deposit, or if, at the time of such
deposit (whether or not in trust) by the Company with the Trustee or any Paying
Agent (other

                                       97
<PAGE>   107

than the Company) such payment would not have been prohibited by the provisions
of this Article, and the Trustee or any Paying Agent shall not be affected by
any notice to the contrary received by it on or after such date.

        SECTION 1804. Trustee Not Charged with Knowledge of Prohibition.

        Anything in this Article Eighteen or elsewhere in this Indenture
contained to the contrary notwithstanding, the Trustee shall not at any time be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of money to or by the Trustee and shall be entitled
conclusively to assume that no such facts exist and that no event specified in
Section 1801 has happened, until the Trustee shall have received an Officers'
Certificate to that effect or notice in writing to that effect signed by or on
behalf of the holder or holders, or their representatives, of Senior Debt who
shall have been certified by the Company or otherwise established to the
reasonable satisfaction of the Trustee to be such holder or holders or
representatives or from any trustee under any indenture pursuant to which such
Senior Debt shall be outstanding. The Company shall give prompt written notice
to the Trustee and to the Paying Agent of any facts which would prohibit the
payment of money to or by the Trustee or any Paying Agent.

        SECTION 1805. Trustee to Effectuate Subordination.

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

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

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

        SECTION 1807. Article Applicable to Paying Agents.

        In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article in addition to or in place of the Trustee, provided, however,
that Sections 1804 and 1806 shall not apply to the Company or any Affiliate of
the Company if the Company or such Affiliate acts as Paying Agent.

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

                                       98
<PAGE>   108

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

                                  ARTICLE XIX.

                      CONVERSION OF CONVERTIBLE SECURITIES

        SECTION 1901. Applicability of Article.

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

        SECTION 1902. Right to Convert.

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

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

        In order to exercise the conversion privilege, the Holder of any
Convertible Security to be converted in whole or in part shall surrender such
Convertible Security at an office or agency maintained by the Company pursuant
to Section 1002, accompanied by the funds, if any,

                                       99
<PAGE>   109

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

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

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

        Any Convertible Security or portion thereof surrendered for conversion
during the period from the close of business on the Regular Record Date for any
Interest Payment Date to the opening of business on such Interest Payment Date
shall (unless such Convertible Security or portion thereof being converted shall
have been called for redemption or submitted for repayment on a date in such
period) be accompanied by payment, in legal tender or other funds acceptable to
the Company, of an amount equal to the interest otherwise payable on such
Interest Payment Date on the principal amount being converted; provided,
however, that no such payment need be made if there shall exist at the time of
conversion a default in the payment of interest on the Convertible Securities.
An amount equal to such payment shall be paid by the Company on such Interest
Payment Date to the Holder of such Convertible Security on such Regular Record
Date, provided, however, that if the Company shall default in the payment of

                                      100
<PAGE>   110

interest on such Interest Payment Date, such amount shall be paid to the person
who made such required payment. Except as provided above in this Section, no
adjustment shall be made for interest accrued on any Convertible Security
converted or for dividends on any shares issued upon the conversion of such
Convertible Security as provided in this Article.

        SECTION 1904. Cash Payments in Lieu of Fractional Shares.

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

        SECTION 1905. Conversion Price.

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

        SECTION 1906. Adjustment to Conversion Price.

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

               (a) In case the Company shall (i) pay a dividend or make a
distribution on the Common Stock in shares of its capital stock (whether shares
of Common Stock or of capital stock of any other class), (ii) subdivide or
reclassify its outstanding Common Stock into a greater number of securities
(including Common Stock), or (iii) combine or reclassify its outstanding Common
Stock into a smaller number of securities (including Common Stock), the
Conversion Price in effect immediately prior thereto shall be adjusted so that
the Holder of any Convertible Security thereafter surrendered for conversion
shall be entitled to receive the number of shares of capital stock of the
Company which such Holder would have owned or have been entitled to receive
after the happening of any of the events described above had such Convertible
Security been converted immediately prior to the happening of such event. An
adjustment made pursuant to this subsection (a) shall become effective
immediately after the record date in the case of a dividend and shall become
effective immediately after the effective date in the case of a subdivision or
combination. If, as a result of an adjustment made pursuant to this subsection
(a), the Holder of any Convertible Security thereafter surrendered for
conversion shall become entitled to receive shares of two or more classes of
capital stock of the Company, the Board of Directors of the Company (whose
determination shall be conclusive and shall be described in a written statement
filed with the Trustee and any conversion agent) shall determine the allocation
of the adjusted Conversion Price between or among shares of such classes of
capital stock.

                                      101
<PAGE>   111

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

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

               (c) In case the Company shall fix a record date for making a
distribution to all holders of its Common Stock evidences of its indebtedness or
assets (excluding regular quarterly or other periodic or recurring cash
dividends or distributions and cash dividends or distributions paid from
retained earnings of the Company or dividends or distributions referred to in
subsection (a) above) or rights or warrants to subscribe or purchase (excluding
those referred to in subsection (b) above), then in each such case the
Conversion Price shall be adjusted so that the same shall equal the price
determined by multiplying the Conversion Price in effect immediately prior to
such record date by a fraction of which the numerator shall be the current
market price per share (as defined in subsection (d) below) of the Common Stock
on such record date less the then fair market value (as determined by the Board
of Directors of the Company whose determination shall be conclusive, and
described in a certificate filed with the Trustee) of the portion of the assets
or evidences of indebtedness so distributed or of such rights or warrants
applicable to one share of Common Stock, and the denominator shall be the
current market price

                                      102
<PAGE>   112

per share (as defined in subsection (d) below) of the Common Stock. Such
adjustment shall be made successively whenever such a record date is fixed and
shall become effective immediately after such record date. Notwithstanding the
foregoing, in the event that the Company shall distribute any rights or warrants
to acquire capital stock ("Rights") pursuant to this subsection (c), the
distribution of separate certificates representing such Rights subsequent to
their initial distribution (whether or not such distribution shall have occurred
prior to the date of the issuance of such Convertible Securities) shall be
deemed to be the distribution of such Rights for purposes of this subsection
(c); provided that the Company may, in lieu of making any adjustment pursuant to
this subsection (c) upon a distribution of separate certificates representing
such Rights, make proper provision so that each Holder of such Convertible
Security who converts such Convertible Security (or any portion thereof) (i)
before the record date for such distribution of separate certificates shall be
entitled to receive upon such conversion shares of Common Stock issued with
Rights and (ii) after such record date and prior to the expiration, redemption
or termination of such Rights shall be entitled to receive upon such conversion,
in addition to the shares of Common Stock issuable upon such conversion, the
same number of such Rights as would a holder of the number of shares of Common
Stock that such Convertible Security so converted would have entitled the holder
thereof to purchase in accordance with the terms and provisions of and
applicable to the Rights if such Convertible Security were converted immediately
prior to the record date for such distribution. Common Stock owned by or held
for the account of the Company or any majority owned subsidiary shall not be
deemed outstanding for the purpose of any adjustment required under this
subsection (c).

               (d) For the purpose of any computation under subsection (b) and
(c) above, the current market price per share of Common Stock at any date shall
be deemed to be the average of the daily Closing Prices for the thirty
consecutive days (which are not legal holidays as defined in Section 113)
commencing forty-five days (which are not legal holidays as defined in Section
113) before the day in question. The Closing Price for any day shall be (i) if
the Common Stock is listed or admitted for trading on any national securities
exchange, the last sale price (regular way), or the average of the closing bid
and ask prices if no sale occurred, of Common Stock on the principal securities
exchange on which the Common Stock is listed, or, if not listed or admitted to
trading on any national securities exchange, on the National Market System of
the National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"), (ii) if not listed or quoted as described in (i), the mean between
the closing high bid and low asked quotations of Common Stock reported by
NASDAQ, or any similar system or automated dissemination of quotations of
securities prices then in common use, if so quoted, or (iii) if not quoted as
described in clause (ii), the mean between the high bid and low asked quotations
for Common Stock as reported by the National Quotation Bureau Incorporated if at
least two securities dealers have inserted both bid and asked quotations for
Common Stock on at least 5 of the 10 preceding days. If none of the conditions
set forth above is met, the Closing Price of Common Stock on any day or the
average of such Closing Prices for any period shall be the fair market value of
Common Stock as determined by a member firm of the New York Stock Exchange, Inc.
selected by the Company.

               (e)(i)

                      No adjustment in the Conversion Price shall be required
               unless such adjustment would require an increase or decrease of
               at least 1% in such price;

                                      103
<PAGE>   113

               provided, however, that any adjustments which by reason of this
               subsection (e)(ii) are not required to be made shall be carried
               forward and taken into account in any subsequent adjustment,
               further provided, however, that any adjustments which by reason
               of this subsection (e)(ii) are not otherwise required to be made
               shall be made no later than 3 years after the date on which
               occurs an event that requires an adjustment to be made or carried
               forward.

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

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

               (g) In any case in which this Section 1906 provides that an
adjustment shall become effective immediately after a record date for an event,
the Company may defer until the occurrence of such event (i) delivering to the
Holder of any Convertible Security converted after such record date and before
the occurrence of such event the additional shares of Common Stock deliverable
upon such conversion by reason of the adjustment required by such event over and
above the Common Stock deliverable upon such conversion before giving effect to
such adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 1904, provided, however, that the Company shall
deliver to such Holder a due bill or other appropriate instrument evidencing
such Holder's rights to receive such additional shares, and such cash, upon the
occurrence of the event requiring such adjustment. If such event does not occur,
no adjustments shall be made pursuant to this Section 1906.

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

        If any of the following events occur, namely (i) any reclassification or
change of outstanding shares of Common Stock deliverable upon conversion of the
Convertible Securities (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination, but including any change in the shares of Common Stock into two
or more classes or series of securities), (ii) any consolidation or merger to
which the Company is a party (other than a consolidation or merger in which the
Company is

                                      104
<PAGE>   114

the continuing corporation and which does not result in any reclassification of,
or change (other than a change in par value, or from par value to no par value,
or from no par value to par value, or as a result of a subdivision or
combination) in, outstanding shares of its Common Stock) or (iii) any sale or
conveyance of the properties and assets of the Company as, or substantially as,
an entirety to any other corporation; then the Company, or such successor or
purchasing corporation, as the case may be, shall execute with the Trustee a
supplemental indenture (which shall conform to the Trust Indenture Act as in
force at the date of execution of such supplemental indenture and comply with
the provisions of Article Nine) providing that each Convertible Security shall
be convertible into the kind and amount of shares of stock and other securities
or property, including cash, receivable upon such reclassification, change,
consolidation, merger, sale or conveyance by a holder of a number of shares of
Common Stock deliverable upon conversion of such Convertible Securities
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Such supplemental indenture shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Article. The Company shall cause notice of the execution of such
supplemental indenture to be mailed to each holder of Convertible Securities, at
his address appearing on the Security Register provided for in Section 305 of
this Indenture.

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

        SECTION 1908. Taxes on Shares Issued.

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

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

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

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

        The Company further covenants that it will, if permitted by the rules of
the New York Stock Exchange, list and keep listed for so long as the Common
Stock shall be so listed on such

                                      105
<PAGE>   115

exchange, upon official notice of issuance, all Common Stock deliverable upon
conversion of the Convertible Securities.

        SECTION 1910. Trustee Not Responsible.

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

        SECTION 1911. Notice to Holders Prior to Certain Actions.

        In case:

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

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

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

               (d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company;

the Company shall cause to be filed with the Trustee and the Company shall cause
to be mailed to each holder of Convertible Securities at his address appearing
on the Security Register, provided for in Section 305 of this Indenture, as
promptly as possible but in any event no less than fifteen days prior to the
applicable date hereinafter specified, a notice stating (x) the date on which a
record is to be taken for the purpose of such dividend, distribution, rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution, rights
or warrants are to be determined, or (y) the date on

                                      106
<PAGE>   116

which such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up is expected to become effective, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such dividend, distribution,
reclassification, consolidation, merger, sale, transfer, dissolution,
liquidation or winding up or any adjustment in the Conversion Price required by
this Article Nineteen.

        SECTION 1912. Covenant to Reserve Shares.

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

                                      107
<PAGE>   117


        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:


------------------------------------
Secretary

                                            THE BANK OF NEW YORK
                                            , not in its individual capacity but
                                            solely as trustee

                                            By
                                               ---------------------------------
                                               Its
                                                   -----------------------------

Attest:


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


                                      108
<PAGE>   118


STATE OF CALIFORNIA                )
                                   )SS.
COUNTY OF LOS ANGELES              )



        On the _____ day of _____________, 2001 before me personally came
___________________________, to me known, who, being duly sworn, did depose and
say that he resides at San Francisco, California; that he is
_______________________ of IndyMac Bancorp, Inc., 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 he signed his name thereto pursuant to like
authority.


                                            ------------------------------------
                                            Notary Public

                                      109
<PAGE>   119


STATE OF CALIFORNIA                )
                                   )SS.
COUNTY OF LOS ANGELES              )



        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
_____________________ of _________________________, a Delaware banking
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 he signed his name
thereto pursuant to like authority.

                                            ------------------------------------
                                            Notary Public


                                      110
<PAGE>   120

                      [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,
as trustee (the "Trustee"), covering the above-captioned Debt Securities. This
is to certify that as of the date hereof, __________ principal amount of Debt
Securities credited to you for our account (i) is owned by persons that are not
United States Persons, as defined below; (ii) is owned by United States Persons
that are (a) foreign branches of United States financial institutions (as
defined in 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 cannot be paid until we are able to
so certify with respect to such principal amount of Debt Securities.]*

                                      A-1
<PAGE>   121


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


                                      A-2
<PAGE>   122

                                                                     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,
as trustee, relating to the offering of the above-captioned Debt Securities (the
"Debt Securities"). Unless herein defined, terms used herein have the same
meaning as given to them in the Indenture.

        The undersigned represents that it is a branch located outside the
United States of a United States securities clearing organization, bank or other
financial institution (as defined in U.S. Treasury 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
issuer's agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986 and the
regulations thereunder and is not purchasing for resale directly or indirectly
to a United States Person or to a person within the United States or its
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:
                                                   -----------------------------

<PAGE>   123

                                                                       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 August 30, 1999 (the "Indenture") between IndyMac Bancorp,
Inc. and _________________, as trustee (the "Trustee"), that we have received in
writing, by tested telex or by electronic transmission from member organizations
with respect to each of the persons appearing in our records as being entitled
to a beneficial interest in the Submitted Portion a Certificate of Beneficial
Ownership by a Non-United States Person or by Certain Other Persons [and, in
some cases, a Certificate of Status as a Foreign Branch of a United States
Financial Institution, authorizing us to inform the issuer or the issuer's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986 and the regulations thereunder]* substantially
in the form of Exhibit A-1 [and A-2]* to the Indenture.

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

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

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

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


---------------------
        *Delete if inappropriate.