<PAGE>   1
                                                                     EXHIBIT 4.2

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                              INDYMAC BANCORP, INC.


                                       TO


                              THE BANK OF NEW YORK



                                                                        TRUSTEE







                                    INDENTURE

                         DATED AS OF _____________,2001











                          SUBORDINATED DEBT SECURITIES



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





<PAGE>   2




                              INDYMAC BANCORP, INC.

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

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

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

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
<S>                                                                                        <C>
ARTICLE ONE  Definitions and Other Provisions of General Application......................    1

        Section 101.    Definitions.......................................................    1
        Section 102.    Compliance Certificates and Opinions..............................   10
        Section 103.    Form of Documents Delivered to Trustee............................   10
        Section 104.    Acts of Holders...................................................   11
        Section 105.    Notices, etc, to Trustee and Company..............................   12
        Section 106.    Notice to Holders; Waiver.........................................   13
        Section 107.    Conflict with Trust Indenture Act.................................   14
        Section 108.    Effect of Headings and Table of Contents..........................   14
        Section 109.    Successors and Assigns............................................   14
        Section 110.    Separability Clause...............................................   14
        Section 111.    Benefits of Indenture.............................................   14
        Section 112.    Governing Law.....................................................   14
        Section 113.    Legal Holidays....................................................   15
        Section 114.    Counterparts......................................................   15

ARTICLE TWO  Debt Security Forms..........................................................   15

        Section 201.    Forms Generally...................................................   15
        Section 202.    Form of Trustee 's Certificate of Authentication..................   16
        Section 203.    Debt Securities in Global Form....................................   16

ARTICLE THREE  The Debt Securities........................................................   16

        Section 301.    Amount Unlimited; Issuance in Series..............................   16
        Section 302.    Denominations.....................................................   20
        Section 303.    Execution, Authentication, Delivery and Dating....................   20
        Section 304.    Temporary Debt Securities.........................................   23
        Section 305.    Registration; Registration of Transfer and Exchange...............   25
        Section 306.    Mutilated, Destroyed, Lost and Stolen Debt Securities.............   29
        Section 307.    Payment of Interest; Interest Rights Preserved....................   30
        Section 308.    Persons Deemed Owners.............................................   32
        Section 309.    Cancellation......................................................   32
        Section 310.    Computation of Interest...........................................   33
        Section 311.    Certification by a Person Entitled to Delivery of a
                        Bearer Security...................................................   33
        Section 312.    Judgments.........................................................   33

ARTICLE FOUR  Satisfaction and Discharge..................................................   34

        Section 401.    Satisfaction and Discharge of Indenture...........................   34
</TABLE>

                                       i

<PAGE>   4

<TABLE>
 <S>                                                                                        <C>
        Section 402.    Application of Trust Money and Eligible Instruments...............   36
        Section 403.    Satisfaction, Discharge and Defeasance of Debt
                        Securities of any Series..........................................   36

ARTICLE FIVE  Remedies....................................................................   39

        Section 501.    Events of Default.................................................   39
        Section 502.    Acceleration of Maturity; Rescission and Annulment................   39
        Section 503.    Collection of Indebtedness and Suits for Enforcement by
                        Trustee...........................................................   40
        Section 504     Trustee Mm, File Proofs of Claim..................................   42
        Section 505.    Trustee May Enforce Claims without Possession of Debt
                        Securities or Coupons.............................................   42
        Section 506.    Application of Money Collected....................................   42
        Section 507.    Limitation on Suits...............................................   43
        Section 508.    Unconditional Right of Holders to Receive Principal,
                        Premium and Interest..............................................   44
        Section 509.    Restoration of Rights and Remedies................................   44
        Section 510.    Rights and Remedies Cumulative....................................   44
        Section 511.    Delay or Omission Not Waiver......................................   44
        Section 512.    Control by Holders of Debt Securities.............................   44
        Section 513.    Waiver of Past Defaults...........................................   45
        Section 514.    Undertaking for Costs.............................................   45
        Section 515.    Waiver of Stay or Extension Laws..................................   46

ARTICLE SIX  The Trustee..................................................................   46

        Section 601.    Certain Duties and Responsibilities...............................   46
        Section 602.    Notice of Default.................................................   46
        Section 603.    Certain Rights of Trustee.........................................   47
        Section 604.    Not Responsible for Recitals or Issuance of Debt
                        Securities........................................................   48
        Section 605.    May Hold Debt Securities or Coupons...............................   48
        Section 606.    Money Held in Trust...............................................   48
        Section 607.    Compensation and Reimbursement....................................   48
        Section 608.    Disqualification; Conflicting Interests...........................   49
        Section 609.    Corporate Trustee Required: Eligibility...........................   49
        Section 610.    Resignation and Removal: Appointment of Successor.................   49
        Section 611.    Acceptance or Appointment by Successor............................   51
        Section 611.    Acceptance or Appointment by Successor............................   51
        Section 612.    Merger, Conversion, Consolidation or Succession to
                        Business..........................................................   52
        Section 613.    Preferential Collection of Claims Against Company.................   53
        Section 614.    Authenticating Agent..............................................   53

ARTICLE SEVEN  Holders' Lists and Reports By Trustee and Company..........................   54

        Section 701.    Company to Furnish Trustee Names and Addresses of
                        Holders...........................................................   54
        Section 702.    Preservation of Information: Communications to Holders............   55
        Section 703.    Reports by Trustee................................................   55
</TABLE>

                                       ii

<PAGE>   5

<TABLE>
<CAPTION>
<S>                                                                                        <C>
        Section 704.    Reports by Company................................................   55

ARTICLE EIGHT  Consolidation, Merger, Conveyance, Transfer or Lease.......................   56

        Section 801.    Company May Consolidate, etc.  Only on Certain Terms..............   56
        Section 802.    Successor Corporation Substituted.................................   56

ARTICLE NINE  Supplemental Indentures.....................................................   57

        Section 901.    Supplemental Indentures without Consent of Holders................   57
        Section 902.    Supplemental Indentures with Consent of Holders...................   58
        Section 903.    Execution of Supplemental Indentures..............................   59
        Section 904.    Effect of Supplemental Indentures.................................   60
        Section 905.    Conformity with Trust Indenture Act...............................   60
        Section 906.    Reference in Debt Securities to Supplemental Indentures...........   60

ARTICLE TEN  Covenants ...................................................................   60

        Section 1001.   Payment of Principal, Premium and Interest........................   60
        Section 1002.   Maintenance of ice or Agency......................................   60
        Section 1003.   Money for Debt Securities Payments to Be Held in Trust............   62
        Section 1004.   Officers' Certificate as to Default...............................   63
        Section 1005.   Waiver of Certain Covenants.......................................   63
        Section 1006.   Payment of Additional Amounts.....................................   63

ARTICLE ELEVEN  Redemption of Debt Securities.............................................   64

        Section 1101.   Applicability of Article..........................................   64
        Section 1102.   Election to Redeem: Notice to Trustee.............................   64
        Section 1103.   Selection by Trustee of Debt Securities to be Redeemed............   65
        Section 1104.   Notice of Redemption..............................................   65
        Section 1105.   Deposit of Redemption Price.......................................   66
        Section 1106.   Debt Securities Payable on Redemption Date........................   66
        Section 1107.   Debt Securities Redeemed in Part..................................   67

ARTICLE TWELVE  Sinking Funds.............................................................   67

        Section 1201.   Applicability of Article..........................................   67
        Section 1202.   Satisfaction of Sinking Fund Payments with Debt Securities........   68
        Section 1203.   Redemption of Debt Securities for Sinking Fund....................   68

ARTICLE THIRTEEN  Repayment at the Option of Holders......................................   69

        Section 1301.   Applicability of Article..........................................   69
        Section 1302.   Repayment of Debt Securities......................................   69
        Section 1303.   Exercise of Option; Notice........................................   69
        Section 1304.   Election of Repayment by Remarketing Entities.....................   70
        Section 1305.   Securities Payable on the Repayment Date..........................   70
</TABLE>

                                      iii

<PAGE>   6

<TABLE>
<S>                                                                                        <C>
ARTICLE FOURTEEN  Exchange of Capital Securities for Debt Securities......................   71

        Section 1401.   Applicability of Article..........................................   71
        Section 1402.   Exchange of Capital Securities for Debt Securities at
                        Stated Maturity...................................................   71
        Section 1403.   Right of Early Exchange of Capital Securities for Debt
                        Securities........................................................   72
        Section 1404.   Notices of Exchange...............................................   72
        Section 1105.   Rights and Duties of Holders of Debt Securities to be
                        Exchanged for Capital Securities..................................   74
        Section 1406.   Election to Exchange..............................................   76
        Section 1407.   Deposit of Capital Exchange Price.................................   76
        Section 1408.   Debt Securities Due on Capital Exchange Date: Debt
                        Securities Exchanged in Part......................................   76
        Section 1409.   Form of Capital Security Election Form............................   77
        Section 1410.   Fractional Capital Securities.....................................   78
        Section 1411.   Company to Obtain Governmental and Regulatory Approvals...........   78
        Section 1412.   Taxes on Exchange.................................................   79
        Section 1413.   Covenants as to Capital Securities and Secondary
                        Offering..........................................................   79
        Section 1414.   Provision in Case of Consolidation, Merger or Transfer
                        of Assets.........................................................   79
        Section 1415.   Trustee Not Responsible...........................................   80
        Section 1416.   Revocation of Obligation to Exchange Capital Securities
                        for Debt Securities...............................................   80
        Section 1417.   Optional Securities Funds.........................................   81

ARTICLE FIFTEEN  Securities Funds.........................................................   82

        Section 1501.   Creation of Securities Funds......................................   82
        Section 1502.   Designations of Securities Funds..................................   82
        Section 1503.   Covenant of the Company to Obtain Securities Funds................   82

ARTICLE SIXTEEN  Meetings of Holders of Debt Securities...................................   83

        Section 1601.   Purposes for Which Meetings May Be Called.........................   83
        Section 1602.   Call, Notice and Place of Meetings................................   83
        Section 1603.   Persons Entitled to Vote at Meetings..............................   83
        Section 1604.   Quorum: Action....................................................   83
        Section 1605.   Determination of Voting Rights: Conduct and Adjournment
                        of Meetings.......................................................   84
        Section 1606.   Counting Votes and Recording Action of Meetings...................   85

ARTICLE SEVENTEEN  Defeasance.............................................................   86

        Section 1701.   Termination of Company's Obligations..............................   86
        Section 1702.   Repayment to Company..............................................   87
        Section 1703.   Indemnity for Eligible Instruments................................   87

ARTICLE EIGHTEEN  Subordination of Debt Securities........................................   87
</TABLE>

                                       iv

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<TABLE>
<CAPTION>
<S>                                                                                        <C>
        Section 1801.   Debt Securities Subordinate to Senior Debt........................   87
        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...........................   89
        Section 1803.   Payment Permitted If No Default...................................   90
        Section 1804.   Trustee Not Charged with Knowledge of Prohibition.................   90
        Section 1805.   Trustee to Effectuate Subordination...............................   91
        Section 1806.   Rights of Trustee as Holder of Senior Debt........................   91
        Section 1807.   Article Applicable to Paving Agents...............................   91
        Section 1808.   Subordination Rights Not Impaired by Acts or Omissions
                        of the Company or Holders of Senior Debt..........................   91

ARTICLE NINETEEN  Conversion of Convertible Securities....................................   92

        Section 1901.   Applicability of Article..........................................   92
        Section 1902.   Right to Convert..................................................   92
        Section 1903.   Exercise of Conversion Privilege: Delivery of Common
                        Stock on Conversion: No Adjustment for Interest or
                        Dividends.........................................................   92
        Section 1904.   Cash Payments in Lieu of Fractional Shares........................   93
        Section 1905.   Conversion Price..................................................   94
        Section 1906.   Adjustment to Conversion Price....................................   94
        Section 1907.   Effect of Reclassification, Consolidation, Merger or
                        Sale.............................................................    97
        Section 1908.   Taxes on Shares Issued...........................................    98
        Section 1909.   Shares to be Fully Paid; Compliance with Governmental
                        Requirements: Listing of Common Stock............................    98
        Section 1910.   Trustee Not Responsible..........................................    98
        Section 1911.   Notice to Holders Prior to Certain Actions.......................    99
        Section 1912.   Covenant to Reserve Shares.......................................   100
</TABLE>


                                       v

<PAGE>   8


        INDENTURE (the "Indenture") dated as of August 30, 1999 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, 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 subordinated
debentures, notes, bonds and other evidences of indebtedness (herein called the
"Debt Securities").

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

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        SECTION 101.  Definitions.

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

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

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

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

        (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.


                                       1
<PAGE>   9


        "Act" when used with respect to any Holder has the meaning specified in
Section 10-1.

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

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

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

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

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

        "Business Day", when used with respect to any Place of Payment 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


                                       2
<PAGE>   10


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) [other types of Capital Securities to be specified]. 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 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 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.


                                       3
<PAGE>   11


        "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.

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

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

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

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

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

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

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

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

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

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

        "Exchange Rate Officer's Certificate", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, means a certificate setting forth the applicable Exchange Rate and
the amounts payable in Dollars and


                                       4
<PAGE>   12


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.

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

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

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

        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.

        "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.

        "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


                                       5
<PAGE>   13



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 obligor upon the Debt Securities or any Affiliate of the Company
        or of such other obligor.


                                       6
<PAGE>   14



        "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.

        "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
designated as ranking junior to the Debt Securities by express provision in the
instrument creating or evidencing such obligation. The securing of any
obligations of the Company, otherwise ranking junior to the Debt Securities,
shall be deemed to prevent such obligations from constituting obligations
ranking junior to the Debt Securities.

        "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. The securing of any
obligations of the Company, otherwise ranking on a parity with the Debt
Securities, shall not be deemed to prevent such obligations from constituting
obligations ranking on a parity with the Debt Securities.


                                       7
<PAGE>   15


        "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 fiend 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.

        "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,


                                       8
<PAGE>   16

               (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), 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 or 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 thereon, means the date specified in such Debt Security
or a coupon representing such installment of interest as the fixed date on which
the principal of such Debt Security or such installment is due and payable.

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

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

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

        "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


                                       9
<PAGE>   17


Obligation held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depository receipt.

        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

                                       10
<PAGE>   18

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

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

        SECTION 104. Acts of Holders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. If Debt Securities of a series are issuable in whole or in
part as Bearer Securities, any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Holders may, alternatively, be embodied in and evidenced by the
record of Holders of Debt Securities voting in favor thereof, either in person
or by proxies duly appointed in writing, at any meeting of Holders of Debt
Securities duly called and held in accordance with the provisions of Article
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

                                       11
<PAGE>   19

holding such Bearer Securities, if such certificate or affidavit is deemed by
the Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding.

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

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

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

                                       12
<PAGE>   20

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

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

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

        SECTION 106.  Notice to Holders; Waiver.

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

                                       13
<PAGE>   21

publication of such notice. Neither failure to give notice by publication to
Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of
Registered Securities as provided above.

        Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

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

        SECTION 107.  Conflict with Trust Indenture Act.

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

        SECTION 108.  Effect of Headings and Table of Contents.

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

        SECTION 109.  Successors and Assigns.

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

        SECTION 110.  Separability Clause.

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

        SECTION 111.  Benefits of Indenture.

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

        SECTION 112.  Governing Law.

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

                                       14
<PAGE>   22

        SECTION 113.  Legal Holidays.

        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 TWO

                               DEBT SECURITY FORMS

        SECTION 201. Forms Generally.

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

                                       15
<PAGE>   23

by the officers executing such Debt Securities, as evidenced by the execution of
such Debt Securities and coupons.

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

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



                                   ---------------------------------------------
                                   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 THREE

                               THE DEBT SECURITIES

        SECTION 301.  Amount Unlimited; Issuance in Series.

                                       16
<PAGE>   24

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

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

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

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

                                       17
<PAGE>   25

               (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, 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 terns 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

                                       18
<PAGE>   26

        composite currency other than the ECU, the agency or organization, if
        any, responsible for overseeing such composite currency:

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

               (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; and

                                       19
<PAGE>   27

               (25) 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.

               (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

                                       20
<PAGE>   28

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

                      (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

                                       21
<PAGE>   29

               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 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

                                       22
<PAGE>   30

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

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

        SECTION 304. Temporary Debt Securities.

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

               (b) Unless otherwise provided pursuant to Section 301:

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

               (ii) If Debt Securities of any series are issued in temporary
        global form, any such temporary Global Security shall, unless otherwise
        provided pursuant to Section 301, be delivered to the Depositary for the
        benefit of Euroclear and CEDEL S.A, for credit to

                                       23
<PAGE>   31

        the respective accounts of the beneficial owners of such Debt Securities
        (or to such other accounts as they may direct).

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

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

                                       24
<PAGE>   32

        certificate in the form set forth in Exhibit A-l and, if applicable, A-2
        to this Indenture, dated no earlier than 15 days prior to the Global
        Exchange Date, copies of which certificate shall be available from the
        offices of Euroclear and CEDEL S.A, the Global Exchange Agent, any
        authenticating agent appointed for such series of Debt Securities and
        each Paying Agent. Unless otherwise specified in such temporary Global
        Security, any such exchange shall be made free of charge to the
        beneficial owners of such temporary Global Security, except that a
        Person receiving definitive Debt Securities must bear the cost of
        insurance, postage, transportation and the like in the event that such
        Person does not take delivery of such definitive Debt Securities in
        person at the offices of Euroclear and CEDEL S.A. Definitive Debt
        Securities in bearer form to be delivered in exchange for any portion of
        a temporary Global Security shall be delivered only outside the United
        States.

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

        SECTION 305.  Registration; Registration of Transfer and Exchange.

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

                                       25
<PAGE>   33

one or more new Registered Securities of the same series of any authorized
denomination or denominations, of like tenor and terms and aggregate principal
amount.

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

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

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

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

                                       26
<PAGE>   34

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 terns 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

            (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-l 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.

                                       27
<PAGE>   35


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

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

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

        No 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.


                                       28
<PAGE>   36


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

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

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

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

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


                                       29
<PAGE>   37


additional contractual obligation of the Company. whether or not the destroyed.
lost or stolen Debt Security and its coupons, if any. or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone. and any such new Debt
Security and coupons, if any, shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Debt Securities of
that series and their coupons, if any. duly issued hereunder.

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

        SECTION 307.  Payment of Interest; Interest Rights Preserved.

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

        Any interest on any Registered Security of any series which is payable,
but is not punctual 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,


                                       30
<PAGE>   38


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

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

        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


                                       31
<PAGE>   39


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 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 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


                                       32
<PAGE>   40


acquired in any manner whatsoever, and all Debt Securities so delivered shall be
promptly cancelled by the Trustee. No Debt Securities shall be authenticated in
lieu of or in exchange for any Debt Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Debt
Securities and coupons held by the Trustee shall be destroyed and certification
of their destruction delivered to the Company unless by a Company Order the
Company shall direct that the cancelled Debt Securities or coupons be returned
to it.

        SECTION 310.  Computation of Interest.

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

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

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

        SECTION 312.  Judgments.

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


                                       33
<PAGE>   41


                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

        SECTION 401.  Satisfaction and Discharge of Indenture.

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



                                       34
<PAGE>   42


               (1) either

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

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

                             (i) have become due and payable, or

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

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

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


                                       35
<PAGE>   43

        Indenture with respect to the Debt Securities of such series shall not
        be deemed terminated or discharged, and in such event the Trustee shall
        be required to return the deposited money and Eligible Instruments then
        held by the Trustee to the Company;

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

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

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

        SECTION 402.  Application of Trust Money and Eligible Instruments.

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

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

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

        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


                                       36
<PAGE>   44


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

               (1) either

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

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

               (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;


                                       37
<PAGE>   45


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

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

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

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

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

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

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


                                       38
<PAGE>   46


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

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

                                  ARTICLE FIVE

                                    REMEDIES

        SECTION 501.  Events of Default.

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

               (1) the entry of a decree or order for relief in respect of the
        Company by a court having jurisdiction in the premises in an involuntary
        case under the Federal bankruptcy laws, as now or hereafter constituted,
        and the continuance of any such decree or order unstayed and in effect
        for a period of 60 consecutive days; or

               (2) the commencement by the Company of a voluntary case under the
        Federal bankruptcy laws, as now or hereafter constituted, or the consent
        by the Company to the entry of a decree or order for relief in an
        involuntary case under any such law; or

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

        SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

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


                                       39
<PAGE>   47


become immediately due and payable. Upon payment of such amount, all obligations
of the Company in respect of the payment of principal of the Debt Securities of
such series shall terminate.

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

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

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

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

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

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

        and

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

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

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

        The Company covenants that if:

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

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


                                       40
<PAGE>   48

               (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, or

               (5) default is made in the performance, or breach, of any
        covenant or warranty of the Company in this Indenture (other than a
        covenant or warranty a default in whose performance or whose breach is
        elsewhere in this Section specifically dealt with or which has been
        expressly included in this Indenture solely for the benefit of series
        Debt Securities other than such series), and such default or breach
        continues for a period of 30 days after there has been given, by
        registered or certified mail, to the Company by the Trustee or to the
        Company and the Trustee by the Holders of at least 25% in principal
        amount of the Outstanding Debt Securities to such series a written
        notice specifying such default or breach and requiring it to be remedied
        and stating that such notice is a "Notice of Default" hereunder.

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

        If the Company fails to pay such amounts (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 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.

        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.


                                       41
<PAGE>   49


        SECTION 504   Trustee Mm, File Proofs of Claim.

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

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

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

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

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

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

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

        SECTION 506.  Application of Money Collected.


                                       42
<PAGE>   50


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

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

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

               THIRD: The balance, if any, to the 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;

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

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

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


                                       43
<PAGE>   51

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

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

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

        SECTION 509. Restoration of Rights and Remedies.

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

        SECTION 510.  Rights and Remedies Cumulative.

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

        SECTION 511.  Delay or Omission Not Waiver.

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

        SECTION 512.  Control by Holders of Debt Securities.

                                       44
<PAGE>   52


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

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

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

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

        SECTION 513.  Waiver of Past Defaults.

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

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

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

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

        SECTION 514.  Undertaking for Costs.

        All parties to this Indenture agree, and each Holder of any Debt
Security or coupon by his acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, the filing by any
pare-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


                                       45
<PAGE>   53


premium, if any) or interest on any Debt Security or the payment of any coupons
on or after the respective Stated Maturity or Maturities expressed in such Debt
Security or coupon (or, in the case of redemption or repayment, on or after the
Redemption Date or Repayment Date, as the case may be) 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.

                                   ARTICLE SIX

                                   THE TRUSTEE

        SECTION 601.  Certain Duties and Responsibilities.

        The duties and responsibilities of the Trustee shall be as provided in
the Trust Indenture Ac. 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 the
payment of principal of (or premium, if any) or interest on any Debt Security of
such series or related coupons or in the payment of any sinking fund installment
with respect to Debt Securities of such series, the Trustee shall be protected
in withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or a Responsible
Officer of the Trustee in good faith determines that the withholding of such
notice is in the interest of the Holders of the Debt Securities of such series.
For the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Debt Securities of such series.


                                       46
<PAGE>   54

        SECTION 603.  Certain Rights of Trustee.

        Except as otherwise provided in Section 601:

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

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

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

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

            (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders of Debt Securities of such series or any related coupons
pursuant to this Indenture, unless such Holders shall have offered to the
Trustee 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 inquire or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Company, personally
or by agent or attorney, other than any such books or records containing
information as to the affairs of the customers of the Company or any of its
subsidiaries: provided that the Trustee may examine such books and records
relating to customers to the extent that such books and records contain
information as to any payments made to such customers in their capacity as
Holders of Debt Securities: and

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


                                       47
<PAGE>   55


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

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

        SECTION 605.  May Hold Debt Securities or Coupons.

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

        SECTION 606.  Money Held in Trust.

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

               (3) to indemnify, the Trustee for, and to hold it harmless
        against, any and all claims, 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

                                       48
<PAGE>   56


        against any claim or liability in connection with the exercise or
        performance of any of its powers or duties hereunder.

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

        SECTION 608.  Disqualification; Conflicting Interests.

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

        SECTION 609.  Corporate Trustee Required: Eligibility.

        There shall at all times be a Trustee hereunder which shall be a
corporation that is eligible pursuant to the Trust Indenture Act to act as such
and organized and doing business under the laws of the United States, any State
thereof or the District of Columbia authorized under such laves to exercise
corporate trust powers, having a combined capital and surplus of at least
55,000,000, and subject to supervision or examination by Federal or State
authority: provided, however, that if Section 310(a) of the Trust Indenture Act
or the rules and regulations of the Commission under the Trust Indenture Act at
any time permit a corporation organized and doing business under the laws of any
other jurisdiction to serve as trustee of an indenture qualified under the Trust
Indenture Act, this Section 609 shall be automatically amended to permit a
corporation organized and doing business under the laws of any such other
jurisdiction to serve as Trustee hereunder. If such corporation publishes
reports of condition at least annually, pursuant to lave or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
promptly in the manner and with the effect hereinafter specified in this
Article.

        SECTION 610. Resignation and Removal: Appointment of Successor.

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

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


                                       49
<PAGE>   57



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

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

            (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 609 with
        respect to any series of Debt Securities and shall fail to resign after
        written request therefor by the Company or bay 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 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 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 taken corporate action in further
        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.

                                       50
<PAGE>   58


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

            (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 or 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 move, 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


                                       51
<PAGE>   59


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


                                       52
<PAGE>   60


its own name or that of its predecessor Trustee, with the full force and effect
which this Indenture provides for the certificate of authentication of the
Trustee.

            SECTION 613. Preferential Collection of Claims Against Company:

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

            SECTION 614. Authenticating Agent.

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


                                       53
<PAGE>   61


            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

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


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

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

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

provided, however, that if and so long as the Trustee shall be the Security
Registrar, no such list need be furnished.


                                       54
<PAGE>   62


            SECTION 702. Preservation of Information: Communications to Holders.

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

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

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

            SECTION 703. Reports by Trustee.

            (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.


                                       55
<PAGE>   63


                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

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

            SECTION 802. Successor Corporation Substituted.

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


                                       56
<PAGE>   64


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

            SECTION 901. Supplemental Indentures without Consent of Holders.

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

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

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

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

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

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

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

            (7) to evidence and provide for the acceptance of appointment
        hereunder by a successor Trustee with respect to the Debt Securities of
        one or more series and to add to or change any of the provisions of this
        Indenture as shall be necessary to provide for or


                                       57
<PAGE>   65

        facilitate the administration of the trusts hereunder by more than one
        Trustee, pursuant to the requirements of Section 611(b); or

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

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

            SECTION 902. Supplemental Indentures with Consent of Holders.

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

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


                                       58
<PAGE>   66


        their consequences) prodded 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 Holders 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.

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

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

            SECTION 903. Execution of Supplemental Indentures.

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


                                       59
<PAGE>   67


            SECTION 904. Effect of Supplemental Indentures.

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

            SECTION 905. Conformity with Trust Indenture Act.

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

            SECTION 906. Reference in Debt Securities to Supplemental
Indentures.

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

                                   ARTICLE TEN

                                    COVENANTS

            SECTION 1001. Payment of Principal, Premium and Interest.

            The Company covenants and agrees for the benefit of each series of
Debt Securities and any appurtenant coupons that it will duly and punctually pay
the principal of (and premium, if any) and interest on the Debt Securities and
any appurtenant coupons in accordance with the terms of the Debt Securities, any
appurtenant coupons and this Indenture, Any interest due on Bearer Securities on
or before Maturity, other than additional amounts, if any, payable as provided
in Section 1006 in respect of principal of (or premium, if any, on) such a Debt
Security, shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature, For all purposes of this Indenture, the exchange of Capital
Securities for Debt Securities of an), 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 ice 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


                                       60
<PAGE>   68


presented or surrendered for payment, where Debt Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Debt Securities and this Indenture may be
served, If Debt Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto, an
office or agency in a Place of Payment for such series which is located outside
the United States where Debt Securities of such series and the related coupons
may be presented and surrendered for payment (including payment of any
additional amounts payable on Debt Securities of such series pursuant to Section
1006); provided, however, that if the Debt Securities of such series are listed
on The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Debt Securities of such
series are listed on such exchange, The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of any such
office or agency, If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices or demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee its agent to receive all presentations, surrenders, notices
and demands, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 1006) at the place specified for the purpose pursuant to Section 301(5).

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

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


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<PAGE>   69



Trustee of any such designation and any change in the location of any such other
office or agency.

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

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

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

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

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

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

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

            The Company may at any time, for the purpose of terminating its
obligations under this Indenture with respect to Debt Securities of any series
or for any other purpose, pay, or by Company Order direct any Paying Agent to
pay, to the Trustee all sums held in trust by the Company or such Paving 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 am- Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.


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<PAGE>   70


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

            SECTION 1004. 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.

            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


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<PAGE>   71


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

            If the Debt Securities of a series provide for the payment of
additional amounts, at least 10 days prior to the first Interest Payment Date
with respect to that series of Debt Securities (or if the Debt Securities of
that series will not bear interest prior to Maturity, the first day on which a
payment of principal (and premium, if any) is made), and at least 10 days prior
to each date of payment of principal (and premium, if any) or interest if there
has been any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the Company's
principal Paying Agent or Paying Agents, if other than the Trustee, with an
Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of principal of (and premium, if any) or interest on
the Debt Securities of that series shall be made to Holders of Debt Securities
of that series or the related coupons who are United States Aliens without
withholding for or on account of any tax, assessment or other governmental
charge described in the Debt Securities of that series, If any such withholding
shall be required, then such Officers' Certificate shall specify by 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.

                                 ARTICLE ELEVEN

                          REDEMPTION OF DEBT SECURITIES

            SECTION 1101. Applicability of Article.

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

            SECTION 1102. Election to Redeem: Notice to Trustee.

            The election of the Company to redeem any Debt Securities shall be
evidenced by a Board Resolution, In case of any redemption at the election of
the Company of less than all of the Debt Securities of any series, the Company
shall, at least 45 days prior to the Redemption


                                       64
<PAGE>   72

Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date and of the principal amount
and the tenor and terms of the Debt Securities of any series to be redeemed, In
the case of any redemption of Debt Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Debt Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

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

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

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

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

            SECTION 1104. Notice of Redemption.

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

            All notices of redemption shall state:

            (1) the Redemption Date.

            (2) the Redemption Price,

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


                                       65
<PAGE>   73



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

            (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.

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

            SECTION 1105. Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit with
the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an amount
of money and/or, to the extent the Debt Securities to be redeemed are
denominated and payable in Dollars only, Eligible Instruments the payments of
principal and interest on which when due (and without reinvestment and providing
no tax liability will be imposed upon the Trustee or the Holders of the Debt
Securities to be redeemed) will provide money on or prior to the Redemption Date
in such amounts as will (together with any money irrevocably deposited in trust
with the Trustee, without investment) be sufficient to pay the Redemption Price
of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Debt Securities or portions thereof which are to be
redeemed on that date: provided, however, that deposits with respect to Bearer
Securities shall be made with a Paring 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


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<PAGE>   74


the Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency
located outside the United States except as otherwise provided in Section 1002),
and provided further, that installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Debt Securities, or one or more Predecessor Securities,
registered as such on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

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

            SECTION 1107. Debt Securities Redeemed in Part.

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

                                 ARTICLE TWELVE

                                  SINKING FUNDS

            SECTION 1201. Applicability of Article.

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


                                       67
<PAGE>   75


            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 Paving 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 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


                                       68
<PAGE>   76

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 THIRTEEN

                       REPAYMENT AT THE OPTION OF HOLDERS

            SECTION 1301. Applicability of Article.

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

            SECTION 1302. Repayment of Debt Securities.

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

            SECTION 1303. Exercise of Option; Notice.

            Each Holder desiring to exercise such 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 entitled to receive the amount so deducted without
interest thereon; provided, however, that


                                       69
<PAGE>   77


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 void, unless the Company shall default in the payment of such
price in which case the Company


                                       70
<PAGE>   78

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 FOURTEEN

            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


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<PAGE>   79

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 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


                                       72
<PAGE>   80

        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 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

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<PAGE>   81


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 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 1105. 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


                                       74
<PAGE>   82


three years preceding the Secondary Offering, that such Holder owns no other
Capital Securities, 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 famished 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 Holders 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.


                                       75
<PAGE>   83


            SECTION 1406. Election to Exchange.

            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


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<PAGE>   84


shall be entitled to receive the amount so deducted without interest thereon;
provided, however, 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


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<PAGE>   85


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

            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 August 30, 1999,
("Indenture"), between IndyMac Bancorp, Inc. and [The Trustee], 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.


                                       78
<PAGE>   86


            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.

            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


                                       79
<PAGE>   87

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, 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, [conditions of revocation to
be specified].

            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.


                                       80
<PAGE>   88


            SECTION 1417. Optional Securities Funds.

            (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 terns 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.

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<PAGE>   89


                                 ARTICLE FIFTEEN

                                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 to be specified].

            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 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 series 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 and,
will have prepared and delivered to the Trustee an Officers' Certificate to the
foregoing effect.


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                                 ARTICLE SIXTEEN

                     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 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 am, series, a Person shall be (1) a Holder of one or more Outstanding Debt
Securities of such series, or ('_') 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


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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 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 b-,- 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.


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            (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 51.000 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, 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 haying
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
presented 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.


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                                ARTICLE SEVENTEEN

                                   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 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.


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            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.

                                ARTICLE EIGHTEEN

                        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 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.


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            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 stuns 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 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


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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 on such Debt Securities and
coupons appurtenant thereto or prevent the Trustee or the Holder 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 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


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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 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 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 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


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<PAGE>   98

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 Paving 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.

            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.


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                                ARTICLE NINETEEN

                      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, 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


                                       92
<PAGE>   100

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
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


                                       93
<PAGE>   101

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.

            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


                                       94
<PAGE>   102

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 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


                                       95
<PAGE>   103


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) Nothing contained herein shall be construed to require an
adjustment in the Conversion Price as a result of the issuance of Common Stock
pursuant to, or the granting or exercise of any rights under, the IndyMac
Bancorp, Inc. Dividend Reinvestment and Optional Cash Payment Plan.

            (ii) In addition, 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: 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.

            (iii) 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


                                       96
<PAGE>   104

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 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


                                       97
<PAGE>   105


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 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


                                       98
<PAGE>   106


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 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.


                                       99
<PAGE>   107


            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.



                                      100
<PAGE>   108


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


                                            INDYMAC BANCORP, INC.

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



        [CORPORATE SEAL]

        Attest:


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



                                            THE BANK OF NEW YORK

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


        [CORPORATE SEAL]

        Attest:

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


                                       1
<PAGE>   109




        STATE OF _________         )
                                   )SS.
        COUNTY OF _____________    )



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


                                       1
<PAGE>   110


        STATE OF _________         )
                                   )SS.
        COUNTY OF _____________    )



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



                                       1
<PAGE>   111



                                                                     EXHIBIT A-1

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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

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

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

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


                                       1
<PAGE>   112


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

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

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

                                      [Name of Person Entitled to Receive Bearer
                                      Security]


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

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

*Delete if inappropriate


                                       2
<PAGE>   113



                                                                     EXHIBIT A-2

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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

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

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

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

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

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

                                      [Name of Person Entitled to Receive Bearer
                                      Security]


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

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


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<PAGE>   114




                                                                       EXHIBIT B


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

                                   Certificate

                              INDYMAC BANCORP, INC.

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

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

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

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

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


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

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

*Delete if inappropriate.


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