<PAGE>


                                                                    Exhibit 4.32


                              GREATER BAY BANCORP





                                   INDENTURE

                           Dated as of May 19, 2000




                           WILMINGTON TRUST COMPANY,

                             as Debenture Trustee





              JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES
<PAGE>

     Tie Sheet of provisions of Trust Indenture Act of 1939 with Indenture dated
as of May 19, 2000 between Greater Bay Bancorp and Wilmington Trust Company,
as Debenture Trustee:

<TABLE>
<CAPTION>
         ACT SECTION                                                                              INDENTURE SECTION
         <S>                                                                                      <C>
         310(a)(1)..............................................................................................6.9
            (a)(2)..................................................................................6.9, 6.10, 6.11
         310(a)(3)..............................................................................................N/A
            (a)(4)..............................................................................................N/A
         310(a)(5)..................................................................................6.9, 6.10, 6.11
         310(b).................................................................................................6.8
         310(c).................................................................................................N/A
         311(a)................................................................................................6.13
         311(b)................................................................................................6.13
         311(c).................................................................................................N/A
         312(a)...................................................................................4.1(a) and 4.2(a)
         312(b)..............................................................................................4.2(b)
         312(c)..............................................................................................4.2(c)
         313(a)..............................................................................................4.4(a)
         313(b)(1)...........................................................................................4.4(a)
         313(b)(2)...........................................................................................4.4(a)
         313(c)..............................................................................................4.4(a)
         313(d)..............................................................................................4.4(b)
         314(a)............................................................................................3.5, 4.3
         314(b).................................................................................................N/A
         314(c)(1).....................................................................................6.7 and 13.6
         314(c)(2).....................................................................................6.7 and 13.6
         314(c)(3)..............................................................................................N/A
         314(d).................................................................................................N/A
         314(e)...........................................................................................6.7, 13.6
         314(f).................................................................................................N/A
         315(a)(c) and (d)......................................................................................6.1
         315(b).................................................................................................5.8
         315(e).................................................................................................5.9
         316(a)(1)..............................................................................................5.7
         316(a)(2)..............................................................................................N/A
         316(a) last sentence...................................................................................9.2
         316(b).........................................................................................5.7 and 9.2
         316(c).........................................................................................7.1 and 9.2
         317(a).................................................................................................5.5
         317(b).................................................................................................6.5
         318...................................................................................................13.8
</TABLE>

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

THIS TIE-SHEET IS NOT PART OF THE INDENTURE AS EXECUTED.
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                                                                                                      <C>
ARTICLE I         DEFINITIONS............................................................................   1
     SECTION 1.1       Definitions.......................................................................   1
     SECTION 1.2       Business Day Certificate..........................................................  10
ARTICLE II        SECURITIES.............................................................................  10
     SECTION 2.1       Forms Generally...................................................................  10
     SECTION 2.2       Execution and Authentication......................................................  11
     SECTION 2.3       Form and Payment..................................................................  11
     SECTION 2.4       Legends...........................................................................  11
     SECTION 2.5       Global Security...................................................................  12
     SECTION 2.6       Interest..........................................................................  13
     SECTION 2.7       Transfer and Exchange.............................................................  14
     SECTION 2.8       Replacement Securities............................................................  15
     SECTION 2.9       Temporary Securities..............................................................  16
     SECTION 2.10      Cancellation......................................................................  16
     SECTION 2.11      Defaulted Interest................................................................  16
     SECTION 2.12      CUSIP Numbers.....................................................................  17
ARTICLE III       PARTICULAR COVENANTS OF THE CORPORATION................................................  18
     SECTION 3.1       Payment of Principal and Interest.................................................  18
     SECTION 3.2       Offices for Notices and Payments, etc.............................................  18
     SECTION 3.3       Appointments to Fill Vacancies in Debenture Trustee's Office......................  18
     SECTION 3.4       Provision as to Paying Agent......................................................  19
     SECTION 3.5       Certificate to Debenture Trustee..................................................  19
     SECTION 3.6       Compliance with Consolidation Provisions..........................................  20
     SECTION 3.7       Limitation on Dividends...........................................................  20
     SECTION 3.8       Covenants as to GBB Capital IV....................................................  20
     SECTION 3.9       Payment of Expenses...............................................................  21
     SECTION 3.10      Payment Upon Resignation or Removal...............................................  22
ARTICLE IV        LIST OF SECURITYHOLDERS AND REPORTS BY THE CORPORATION AND THE DEBENTURE TRUSTEE.......  22
     SECTION 4.1       List of Securityholder............................................................  22
</TABLE>

                                       i
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
     SECTION 4.2       Preservation and Disclosure of List...........................................   22
     SECTION 4.3       Reports by the Corporation....................................................   23
     SECTION 4.4       Reports by the Debenture Trustee..............................................   24
ARTICLE V         REMEDIES OF THE DEBENTURE TRUSTEE AND SECURITYHOLDERS UPON EVENT OF DEFAULT........   25
     SECTION 5.1       Events of Default.............................................................   25
     SECTION 5.2       Payment of Securities on Default; Suit Therefor...............................   26
     SECTION 5.3       Application of Moneys Collected by Debenture Trustee..........................   28
     SECTION 5.4       Proceedings by Securityholders................................................   29
     SECTION 5.5       Proceedings by Debenture Trustee..............................................   30
     SECTION 5.6       Remedies Cumulative and Continuing............................................   30
     SECTION 5.7       Direction of Proceedings and Waiver of Defaults by Majority of
                       Securityholders...............................................................   30
     SECTION 5.8       Notice of Defaults............................................................   31
     SECTION 5.9       Undertaking to Pay Costs......................................................   31
ARTICLE VI        CONCERNING THE DEBENTURE TRUSTEE...................................................   32
     SECTION 6.1       Duties and Responsibilities of Debenture Trustee..............................   32
     SECTION 6.2       Reliance on Documents, Opinions, etc..........................................   33
     SECTION 6.3       No Responsibility for Recitals, etc...........................................   34
     SECTION 6.4       Debenture Trustee, Authenticating Agent, Paying Agents, Transfer Agents and
                       Registrar May Own Securities..................................................   35
     SECTION 6.5       Moneys to be Held in Trust....................................................   35
     SECTION 6.6       Compensation and Expenses of Debenture Trustee................................   35
     SECTION 6.7       Officers' Certificate as Evidence.............................................   36
     SECTION 6.8       Conflicting Interest of Debenture Trustee.....................................   36
     SECTION 6.9       Eligibility of Debenture Trustee..............................................   36
     SECTION 6.10      Resignation or Removal of Debenture Trustee...................................   37
     SECTION 6.11      Acceptance by Successor Debenture Trustee.....................................   38
     SECTION 6.12      Succession by Merger, etc.....................................................   38
     SECTION 6.13      Limitation on Rights of Debenture Trustee as a Creditor.......................   39
     SECTION 6.14      Authenticating Agents.........................................................   39
</TABLE>

                                      ii
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
ARTICLE VII       CONCERNING THE SECURITYHOLDERS.....................................................   40
     SECTION 7.1       Action by Securityholders.....................................................   40
     SECTION 7.2       Proof of Execution by Securityholders.........................................   41
     SECTION 7.3       Who Are Deemed Absolute Owners................................................   41
     SECTION 7.4       Securities Owned by Corporation Deemed Not Outstanding........................   41
     SECTION 7.5       Revocation of Consents; Future Holders Bound..................................   42
ARTICLE VIII      MEETINGS OF SECURITYHOLDERS........................................................   42
     SECTION 8.1       Purposes of Meetings..........................................................   42
     SECTION 8.2       Call of Meetings by Debenture Trustee.........................................   43
     SECTION 8.3       Call of Meetings by Corporation or Securityholders............................   43
     SECTION 8.4       Qualifications for Voting.....................................................   43
     SECTION 8.5       Regulations...................................................................   43
     SECTION 8.6       Voting........................................................................   44
ARTICLE IX        AMENDMENTS.........................................................................   44
     SECTION 9.1       Without Consent of Securityholders............................................   44
     SECTION 9.2       With Consent of Securityholders...............................................   46
     SECTION 9.3       Compliance with Trust Indenture Act; Effect of Supplemental Indentures........   47
     SECTION 9.4       Notation on Securities........................................................   47
     SECTION 9.5       Evidence of Compliance of Supplemental Indenture to be Furnished to
                       Debenture Trustee.............................................................   47
ARTICLE X         CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE........................   47
     SECTION 10.1      Corporation May Consolidate, etc., on Certain Terms...........................   47
     SECTION 10.2      Successor Person to be Substituted for Corporation............................   48
     SECTION 10.3      Opinion of Counsel to be Given Debenture Trustee..............................   48
ARTICLE XI        SATISFACTION AND DISCHARGE OF INDENTURE............................................   49
     SECTION 11.1      Discharge of Indenture........................................................   49
     SECTION 11.2      Deposited Moneys and U.S. Government Obligations to be Held in Trust by
                       Debenture Trustee.............................................................   49
     SECTION 11.3      Paying Agent to Repay Moneys Held.............................................   50
</TABLE>

                                      iii
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
     SECTION 11.4      Return of Unclaimed Moneys....................................................   50
     SECTION 11.5      Defeasance Upon Deposit of Moneys or U.S. Government Obligations..............   50
ARTICLE XII       IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS....................   51
     SECTION 12.1      Indenture and Securities Solely Corporate Obligations.........................   51
ARTICLE XIII      MISCELLANEOUS PROVISIONS...........................................................   52
     SECTION 13.1      Successors....................................................................   52
     SECTION 13.2      Official Acts by Successor Corporation........................................   52
     SECTION 13.3      Surrender of Corporation Powers...............................................   52
     SECTION 13.4      Addresses for Notices, etc....................................................   52
     SECTION 13.5      Governing Law.................................................................   53
     SECTION 13.6      Evidence of Compliance with Conditions Precedent..............................   53
     SECTION 13.7      Business Days.................................................................   53
     SECTION 13.8      Trust Indenture Act to Control................................................   53
     SECTION 13.9      Table of Contents, Headings, etc..............................................   54
     SECTION 13.10     Execution in Counterparts.....................................................   54
     SECTION 13.11     Separability..................................................................   54
     SECTION 13.12     Assignment....................................................................   54
     SECTION 13.13     Acknowledgment of Rights......................................................   54
ARTICLE XIV       PREPAYMENT OF SECURITIES...........................................................   55
     SECTION 14.1      Special Event Prepayment......................................................   55
     SECTION 14.2      Optional Prepayment by Corporation............................................   55
     SECTION 14.3      No Sinking Fund...............................................................   56
     SECTION 14.4      Notice of Prepayment; Selection of Securities.................................   56
     SECTION 14.5      Payment of Securities Called for Prepayment...................................   57
ARTICLE XV        SUBORDINATION OF SECURITIES........................................................   57
     SECTION 15.1      Agreement to Subordinate......................................................   57
     SECTION 15.2      Default on Senior Indebtedness................................................   57
     SECTION 15.3      Liquidation; Dissolution; Bankruptcy..........................................   58
     SECTION 15.4      Subrogation...................................................................   59
</TABLE>

                                      iv
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
                                                                                                      Page
<S>                                                                                                   <C>
     SECTION 15.5      Debenture Trustee to Effectuate Subordination.................................   60
     SECTION 15.6      Notice by the Corporation.....................................................   60
     SECTION 15.7      Rights of the Debenture Trustee; Holders of Senior Indebtedness...............   61
     SECTION 15.8      Subordination May Not Be Impaired.............................................   62
     SECTION 15.9      Certain Conversions or Exchanges Not Deemed Payment...........................   62
ARTICLE XVI       EXTENSION OF INTEREST PAYMENT PERIOD...............................................   63
     SECTION 16.1      Extension of Interest Payment Period..........................................   63
     SECTION 16.2      Notice of Extension...........................................................   63
</TABLE>

                                       v
<PAGE>

     THIS INDENTURE, dated as of May 19, 2000, between Greater Bay Bancorp, a
California corporation (hereinafter called the "Corporation"), and Wilmington
Trust Company, a Delaware banking corporation, as debenture trustee (hereinafter
sometimes called the "Debenture Trustee").

                             W I T N E S S E T H :

     In consideration of the premises, and the purchase of the Securities (as
defined below) by the holders thereof, the Corporation covenants and agrees with
the Debenture Trustee for the equal and proportionate benefit of the respective
holders from time to time of the Securities (as defined below), as follows:


                                   ARTICLE I
                                  DEFINITIONS

     SECTION 1.1   Definitions.
                   -----------

     The terms defined in this Section 1.1 (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture shall have the respective meanings specified in this Section 1.1.  All
other terms used in this Indenture which are defined in the Trust Indenture Act
of 1939, as amended (the "Trust Indenture Act"), or which are by reference
therein defined in the Securities Act of 1933, as amended (the "Securities
Act"), shall (except as herein otherwise expressly provided or unless the
context otherwise requires) have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of this
Indenture as originally executed.  The following terms have the meanings given
to them in the Declaration (as defined below): (i) Clearing Agency; (ii)
Delaware Trustee; (iii) Property Trustee; (iv) Administrative Trustees; (v)
Series A Capital Securities; (vi) Series B Capital Securities; (vii) Direct
Action; (viii) Series A Capital Securities Guarantee; (ix) Series B Capital
Securities Guarantee; (x) Distributions; and (xi) Initial Purchasers.  All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles, and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
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.  Headings are used for convenience of reference only and do
not affect interpretation.  The singular includes the plural and vice versa.

     "Additional Sums" shall have the meaning set forth in Section 2.6(c).

     "Affiliate" shall have the meaning given to that term in Rule 405 under the
Securities Act or any successor rule thereunder.

     "Allocable Amounts," when used with respect to any Senior Indebtedness,
means all amounts due or to become due on such Senior Indebtedness less, if
applicable, any amount which would have been paid to, and retained by, the
holders of such Senior Indebtedness (whether as a result of the receipt of
payments by the holders of such Senior Indebtedness from the Corporation or any
other obligor thereon or from any holders of, or trustee in respect of, other
indebtedness that is subordinate and junior in right of payment to such Senior
Indebtedness

                                       1
<PAGE>

pursuant to any provision of such indebtedness for the payment over of amounts
received on account of such indebtedness to the holders of such Senior
Indebtedness or otherwise) but for the fact that such Senior Indebtedness is
subordinate or junior in right of payment to (or subject to a requirement that
amounts received on such Senior Indebtedness be paid over to obligees on) trade
accounts payable or accrued liabilities arising in the ordinary course of
business.

     "Authenticating Agent" shall mean any agent or agents of the Debenture
Trustee which at the time shall be appointed and acting pursuant to Section
6.14.

     "Bankruptcy Law" shall mean Title 11, U.S. Code, or any similar federal or
state law for the relief of debtors.

     "Board of Directors" shall mean either the Board of Directors of the
Corporation or any duly authorized committee of that board.

     "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Corporation 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 Debenture Trustee.

     "Book-Entry Capital Securities" shall have the meaning set forth in Section
2.5(a)(i).

     "Business Day" shall mean, with respect to any series of Securities, any
day other than a Saturday, a Sunday or a day on which banking institutions in
Wilmington, Delaware, San Francisco, California or New York, New York are
authorized or required by law or executive order to remain closed.

     "Capital Securities" shall mean undivided beneficial interests in the
assets of the Trust which are designated as "Capital Securities" and rank pari
passu with the Common Securities issued by the Trust; provided, however, that if
                                                      --------  -------
an Event of Default has occurred and is continuing, no payments in respect of
distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Capital
Securities shall be paid in full the distributions and the liquidation,
redemption and other payments to which they are entitled.  References to
"Capital Securities"' shall include collectively any Series A Capital Securities
and Series B Capital Securities.

     "Capital Securities Guarantee" shall mean any guarantee agreement that the
Corporation may enter into with Wilmington Trust Company, as guarantee trustee,
or its successor or assigns or other Persons that operates directly or
indirectly for the benefit of holders of Capital Securities and shall include
the Series A Capital Securities Guarantee and the Series B Capital Securities
Guarantee with respect to the Series A Capital Securities and the Series B
Capital Securities, respectively.

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

                                       2
<PAGE>

     "Common Securities" shall mean undivided beneficial interests in the assets
of the Trust which are designated as "Common Securities" and rank pari passu
with Capital Securities issued by the Trust; provided, however, that if an Event
                                             --------  -------
of Default has occurred and is continuing, no payments in respect of
distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Capital
Securities shall be paid in full the distributions and the liquidation,
redemption and other payments to which they are then entitled.

     "Common Securities Guarantee" shall mean any guarantee that the Corporation
may enter into that operates directly or indirectly for the benefit of holders
of Common Securities.

     "Common Stock" shall mean the Common Stock, no par value per share, of the
Corporation or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

     "Compounded Interest" shall have the meaning set forth in Section 16.1.

     "Corporation" shall mean the person identified as "corporation" in the
preamble to this Indenture and, subject to the provisions of Article X, shall
also include its successors and assigns.

     "Corporation Request" or "Corporation Order" shall mean a written request
or order signed in the name of the Corporation by an Officer and delivered to
the Debenture Trustee.

     "Coupon Rate" shall have the meaning set forth in Section 2.6.

     "Custodian" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

     "Debenture Trustee" shall mean the Person identified as "Debenture Trustee"
in the preamble to this Indenture and, subject to the provisions of Article VI
hereof, shall also include its successors and assigns.

     "Declaration" shall mean the Amended and Restated Declaration of Trust,
dated as of May 19, 2000, by and among the Trustees (as defined therein), the
Corporation, as sponsor, and the holders from time to time of undivided
beneficial interest in the assets of the Trust, as amended from time to time.

     "Default" shall mean any event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

     "Defaulted Interest" shall have the meaning set forth in Section 2.11.

     "Deferred Interest" shall have the meaning set forth in Section 16.1.

     "Definitive Securities" shall mean those Securities issued in fully
registered certificated form not otherwise in global form.

                                       3
<PAGE>

     "Depositary" shall mean, with respect to the Securities for which the
Corporation shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, or another clearing
agency, or any successor registered as a clearing agency pursuant to Section 17A
of the Exchange Act or other applicable statute or regulation, which, in each
case, shall be designated by the Corporation pursuant to Section 2.5(d).

     "Dissolution Event" shall mean any event resulting in the dissolution of
the Trust pursuant to the Declaration, and the distribution of the Securities
held by the Property Trustee to the holders of the Trust Securities issued by
the Trust pro rata in accordance with the Declaration.

     "Event of Default" shall mean any event specified in Section 5.1, continued
for the period of time, if any, and after the giving of the notice, if any,
therein designated.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exchange Offer" shall mean the offer that may be made pursuant to the
Registration Rights Agreement (i) by the Corporation to exchange the Exchange
Securities for the Initial Securities and to execute the Series B Capital
Securities Guarantee in respect of the Series B Capital Securities and (ii) by
the Trust to exchange the Series B Capital Securities for the Series A Capital
Securities.

     "Exchange Securities" shall mean the Corporation's 10.75% Junior
Subordinated Deferrable Interest Debentures due June 1, 2030, Series B, as
authenticated and issued under this Indenture.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 16.1.

     "Federal Reserve" shall mean the Board of Governors of the Federal Reserve
System.

     "Global Security" shall mean, with respect to the Securities, a Security
executed by the Corporation and delivered by the Debenture Trustee to the
Depositary or pursuant to the Depositary's instruction, or if no instructions
are received then held by the Property Trustee, all in accordance with this
Indenture, which Security shall be registered in the name of the Depositary or
its nominee.

     "Indebtedness" shall mean, whether recourse as to all or a portion of the
assets of the Corporation and whether or not contingent, (i) every obligation of
the Corporation for money borrowed; (ii) every obligation of the Corporation
evidenced by bonds, debentures, notes or other similar instruments, including
obligations incurred in connection with the acquisition of property, assets or
businesses; (iii) every reimbursement obligation of the Corporation with respect
to letters of credit, bankers' acceptances or similar facilities issued for the
account of the Corporation; (iv) every obligation of the Corporation issued,
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of the Corporation; (vi) all
indebtedness of the Corporation, whether incurred on or prior to the date of
this Indenture or hereafter incurred, for claims in respect of derivative
products, including interest rate, foreign

                                       4
<PAGE>

exchange rate and commodity forward contracts, options and swaps and similar
arrangements; and (vii) every obligation of the type referred to in clauses (i)
through (vi) of another Person and all dividends of another Person the payment
of which, in either case, the Corporation has guaranteed or is responsible or
liable for directly or indirectly, as obligor or otherwise.

     "Indebtedness Ranking on a Parity with the Securities" shall mean (i)
Indebtedness, whether outstanding on the date of execution of this Indenture or
hereafter created, assumed or incurred, to the extent such Indebtedness by its
terms ranks pari passu with and not prior or senior to the Securities in the
right of payment upon the happening of the dissolution, winding-up, liquidation
or reorganization of the Corporation including, without limitation the
Corporation's 9.75% Junior Subordinated Deferrable Interest Debentures, maturing
on March 31, 2027 ("1997 Junior Subordinated Debentures"), the Corporation's
Floating Rate Junior Subordinated Deferrable Interest Debentures, maturing on
September 15, 2028 (the "1998 Junior Subordinated Debentures"), and the
Corporation's 10 7/8% Junior Subordinated Deferrable Interest Debentures,
maturing on March 8, 2030 (the "2000 Junior Subordinated Debentures")  and (ii)
all other debt securities, and guarantees in respect of those debt securities,
issued to any trust other than the Trust, or a trustee of such trust,
partnership or other entity affiliated with the Corporation, that is a financing
vehicle of the Corporation (a "financing entity") in connection with the
issuance by such financing entity of equity securities or other securities
guaranteed by the Corporation pursuant to an instrument that ranks pari passu
with or junior in right of payment to the Capital Securities Guarantee,
including, without limitation, the Corporation's guarantee issued pursuant to
the 1997 Junior Subordinated Debentures, the Corporation's guarantee issued
pursuant to the 1998 Junior Subordinated Debentures and the Corporation's
guarantee issued pursuant to the 2000 Junior Subordinated Debentures.  The
securing of any Indebtedness otherwise constituting Indebtedness Ranking on a
Parity with the Securities shall not be deemed to prevent such Indebtedness from
constituting Indebtedness Ranking on a Parity with the Securities with respect
to any assets of the Corporation not securing such Indebtedness.

     "Indebtedness Ranking Junior to the Securities" shall mean any
Indebtedness, whether outstanding on the date of execution of this Indenture or
hereafter created, assumed or incurred, to the extent such Indebtedness by its
terms ranks junior to and not pari passu with or prior to the Securities in
right of payment upon the happening of the dissolution or winding-up or
liquidation or reorganization of the Corporation.  The securing of any
Indebtedness otherwise constituting Indebtedness Ranking Junior to the
Securities shall not be deemed to prevent such Indebtedness from constituting
Indebtedness Ranking Junior to the Securities with respect to any assets of the
Corporation not securing such Indebtedness.

     "Indenture" shall mean this instrument as originally executed or, if
amended as herein provided, as so amended.

     "Initial Optional Redemption Date" shall mean June 1, 2010.

     "Initial Securities" shall mean the Corporation's 10.75% Junior
Subordinated Deferrable Interest Debentures due June 1, 2030, Series A, as
authenticated and issued under this Indenture.

     "Interest Payment Date" shall have the meaning set forth in Section 2.6(a).

                                       5
<PAGE>

     "Investment Company" shall mean an investment company as defined in the
Investment Company Act.

     "Investment Company Act" shall mean the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

     "Investment Company Event" shall mean the receipt by the Corporation and
the Trust of an opinion of independent securities counsel experienced in such
matters to the effect that as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any rules, guidelines or policies of any
applicable regulatory authority for the Corporation or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original issuance
of the Initial Securities, the Trust is, or within 90 days of the date of such
opinion will be, considered an investment company that is required to be
registered under the Investment Company Act.

     "Like Amount" shall mean Securities having a principal amount equal to the
liquidation amount of the Trust Securities of the holder to whom Securities are
distributed pursuant to Section 2.5.

     "Liquidated Damages" shall have the meaning set forth in the Registration
Rights Agreement and the Liquidated Damages Agreement.

     "Liquidated Damages Agreement" shall mean the Liquidated Damages Agreement,
dated as of May 16, 2000, by and among the Corporation, the Trust and the
Initial Purchasers named therein, as such agreement may be amended, modified or
supplemented from time to time.

     "Maturity Date" shall mean June 1, 2030.

     "Non Book-Entry Capital Securities" shall have the meaning set forth in
Section 2.5(a)(ii).

     "Officers" shall mean any of the Chairman, the Chief Executive Officer, the
President, an Executive or Senior Vice President, a Vice President, the Chief
Financial Officer, the Secretary or an Assistant Secretary of the Corporation.

     "Officers' Certificate" shall mean a certificate signed by two Officers and
delivered to the Debenture Trustee.

     "Opinion of Counsel" shall mean a written opinion of counsel, who may be an
employee of the Corporation, and who shall be reasonably acceptable to the
Debenture Trustee.

     "Optional Prepayment Price" shall have the meaning set forth in Section
14.2(a).

     "Other Debentures" shall mean all junior subordinated debentures other than
the Securities issued by the Corporation from time to time and sold to trusts
other than the Trust to be established by the Corporation (if any), in each case
similar to the Trust.

                                       6
<PAGE>

     "Other Guarantees" shall mean all guarantees other than the Capital
Securities Guarantee and the Common Securities Guarantee issued by the
Corporation with respect to preferred beneficial interests (if any) issued to
trusts other than the Trust to be established by the Corporation (if any), in
each case similar to the Trust.

     "Outstanding" when used with reference to the Securities, shall mean,
subject to the provisions of Section 7.4, as of any particular time, all
Securities authenticated and delivered by the Debenture Trustee or the
Authenticating Agent under this Indenture, except

     (a) Securities theretofore canceled by the Debenture Trustee or the
Authenticating Agent or delivered to the Debenture Trustee for cancellation;

     (b) Securities, or portions thereof, for the payment or prepayment of which
moneys in the necessary amount shall have been deposited in trust with the
Debenture Trustee or with any paying agent (other than the Corporation) or shall
have been set aside and segregated in trust by the Corporation (if the
Corporation shall act as its own paying agent); provided that, if such
Securities, or portions thereof, are to be prepaid prior to maturity thereof,
notice of such prepayment shall have been given as set forth in Article XIV or
provision satisfactory to the Debenture Trustee shall have been made for giving
such notice;

     (c) Securities in lieu of or in substitution for which other Securities
shall have been authenticated and delivered pursuant to the terms of Section 2.8
unless proof satisfactory to the Corporation and the Debenture Trustee is
presented that any such Securities are held by bona fide holders in due course
and;

     (d) Securities held by the Corporation, the Trust or any Affiliate thereof.

     "Person" shall mean any individual, corporation, estate, partnership, joint
venture, national banking association, association, joint-stock company, limited
liability company, trust, unincorporated organization or government or any
agency or political subdivision thereof.

     "Predecessor Security" of any particular Security shall mean every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.8 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "Prepayment Price" shall mean the Special Event Prepayment Price or
Optional Prepayment Price, as the context requires.

     "Principal Office of the Debenture Trustee," or other similar term, shall
mean the office of the Debenture Trustee, at which at any particular time its
corporate trust business shall be administered.

     "Purchase Agreement" shall mean the Purchase Agreement, dated May 16, 2000,
by and among the Corporation, the Trust and the Initial Purchasers named
therein.

                                       7
<PAGE>

     "Registration Rights Agreement" shall mean the Registration Rights
Agreement, dated as of May 16, 2000, by and among the Corporation, the Trust and
the Initial Purchasers named therein, as such agreement may be amended, modified
or supplemented from time to time.

     "Regulatory Capital Event" shall mean the receipt by the Corporation and
the Trust of an opinion of independent bank regulatory counsel experienced in
such matters to the effect that as a result of (a) any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any rules, guidelines or policies of an
applicable regulatory authority for the Corporation or (b) any official
administrative pronouncement or judicial decision interpreting or applying such
laws or regulations, which amendment or change is effective or which
pronouncement or decision is announced on or after the date of original issuance
of the Initial Securities, the Capital Securities do not constitute, or within
90 days of the date of such opinion will not constitute, Tier 1 Capital (or its
then equivalent if the Corporation were subject to such capital requirement);
applied as if the Corporation (or its successors) were a bank holding company
for purposes of capital adequacy guidelines of the Federal Reserve Board  (or
any successor regulatory authority with jurisdiction over bank holding
companies), or any capital adequacy guidelines as then in effect and applicable
to the Corporation; provided, however, that the distribution of the Securities
                    --------  -------
in connection with the liquidation of the Trust by the Corporation shall not in
and of itself constitute a Regulatory Capital Event.

     "Responsible Officer" shall mean any officer of the Debenture Trustee's
Corporate Trust Administration department with direct responsibility for the
administration of the Indenture and also means, with respect to a particular
corporate trust matter, any other officer of the Debenture Trustee to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

     "Restricted Security" shall mean Securities that bear or are required to
bear the legends relating to transfer restrictions under the Securities Act set
forth in Exhibit A hereto.

     "Rule 144A" shall mean Rule 144A under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

     "Securities" shall mean, collectively, the Initial Securities and the
Exchange Securities.

     "Securityholder," "holder of Securities," or other similar terms, shall
mean any Person in whose name at the time a particular Security is registered in
the Security Register kept by the Corporation or the Debenture Trustee for that
purpose in accordance with the terms of this Indenture.

     "Security Register" shall mean (i) prior to a Dissolution Event, the list
of holders provided to the Debenture Trustee pursuant to Section 4.1, and (ii)
following a Dissolution Event, any security register maintained by a security
registrar for the Securities appointed by the Corporation following the
execution of a supplemental indenture providing for transfer procedures as
provided for in Section 2.7(a).

                                       8
<PAGE>

     "Senior Indebtedness" shall mean the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Corporation whether
or not such claim for post petition interest is allowed in such proceedings), on
all Indebtedness, whether outstanding on the date of execution of this
Indenture, or hereafter created, assumed or incurred, except Indebtedness
Ranking on a Parity with the Securities or Indebtedness Ranking Junior to the
Securities, and any deferrals, renewals or extensions of such Senior
Indebtedness.

     "Special Event" shall mean an Investment Company Event, a Regulatory
Capital Event or a Tax Event, as the context requires.

     "Special Event Prepayment Price" shall mean, with respect to any prepayment
of the Securities following a Special Event, an amount in cash equal to 100% of
the principal amount of the Securities to be prepaid plus any accrued and unpaid
interest thereon (including Compounded Interest and Additional Sums, if any) to
the date of such prepayment.

     "Subsidiary" shall mean with respect to any Person, (i) any corporation at
least a majority of the outstanding voting stock of which is owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture, limited liability company or similar entity, at least a majority of
whose outstanding partnership, membership or similar interests shall at the time
be owned by such Person or by one or more of its Subsidiaries, or by such Person
and one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner.  For the purposes
of this definition, "voting stock" means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors (or
the equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

     "Tax Event" shall mean the receipt by the Trust and the Corporation of an
opinion of independent tax counsel experienced in such matters to the effect
that, as a result of any amendment to, or change (including any announced
prospective change) in, the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or
as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement or decision is announced on or after the date
of original issuance of the Initial Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such opinion, subject to United States federal income tax with respect to
income received or accrued on the Securities, (ii) the interest payable by the
Corporation on the Securities is not, or within 90 days of the date of such
opinion will not be, deductible by the Corporation, in whole or in part, for
United States federal income tax purposes or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.

     "Trust" shall mean GBB Capital IV, a Delaware business trust created for
the purpose of issuing its undivided beneficial interests in connection with the
issuance of Securities under this Indenture.

                                       9
<PAGE>

     "Trust Securities" shall mean, collectively, the Capital Securities and the
Common Securities.

     "U.S. Government Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii), are not callable or prepayable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction with respect to 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 interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

     SECTION 1.2   Business Day Certificate.
                   ------------------------

     On the date of execution and delivery of this Indenture (with respect to
the remainder of calendar year 2000) and within 15 days prior to the end of each
calendar year while this Indenture remains in effect (with respect to succeeding
calendar years), the Corporation shall deliver to the Debenture Trustee an
Officers' Certificate specifying the days on which banking institutions or trust
companies in Wilmington, Delaware, San Francisco, California or New York, New
York are then authorized or obligated by law or executive order to remain
closed.

                                  ARTICLE II
                                  SECURITIES

     SECTION 2.1   Forms Generally.
                   ---------------

     The Securities and the Debenture Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto, the terms of which are
incorporated in and made a part of this Indenture.  The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Corporation is subject or usage.  Each Security shall be
dated the date of its authentication.

     SECTION 2.2   Execution and Authentication.
                   ----------------------------

     An Officer shall sign the Securities for the Corporation by manual or
facsimile signature.  If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid.

     A Security shall not be valid until authenticated by the manual signature
of the Debenture Trustee.  The signature of the Debenture Trustee shall be
conclusive evidence that the Security has been authenticated under this
Indenture.

                                       10
<PAGE>

     The Debenture Trustee shall, upon a Corporation Order, authenticate for
original issue up to, and the aggregate principal amount of Securities
outstanding at any time may not exceed, $42,268,000 aggregate principal amount
of the Securities, except as provided in Section 2.8.  The series of Securities
to be initially issued hereunder shall be the Initial Securities.

     SECTION 2.3   Form and Payment.
                   ----------------

     Except as provided in Section 2.5, the Securities shall be issued in fully
registered certificated form without interest coupons.  Principal of and
interest on the Securities issued in certificated form will be payable, the
transfer of such Securities will be registerable and such Securities will be
exchangeable for Securities bearing identical terms and provisions, at the
office or agency of the Corporation maintained for such purpose under Section
3.2; provided, however, that payments of interest may be made at the option of
     --------  -------
the Corporation (i) by check mailed to the holder at such address as shall
appear in the Security Register, or (ii) by transfer to an account maintained by
the Person entitled thereto, provided that proper transfer instructions have
been received in writing by the relevant record date.  Notwithstanding the
foregoing, so long as the holder of any Securities is the Property Trustee, the
payment of the principal of and interest (including Compounded Interest and
Additional Sums, if any) and Liquidated Damages, if any, on such Securities held
by the Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.

     SECTION 2.4   Legends.
                   -------

     (a) Except as permitted by subsection (b) of this Section 2.4, or as
otherwise determined by the Corporation in accordance with applicable law, each
Security shall bear the applicable legends relating to restrictions on transfer
pursuant to the Securities Act and any other applicable securities laws in
substantially the form set forth on Exhibit A hereto.

     (b) In the event of an Exchange Offer, the Corporation shall issue and the
Debenture Trustee, upon Corporation Order, shall authenticate Exchange
Securities in exchange for Initial Securities accepted for exchange in the
Exchange Offer, which Exchange Securities shall not bear the legends required by
subsection (a) above, in each case unless the holder of such Initial Securities
is either (A) a broker-dealer who purchased such Initial Securities directly
from the Corporation for resale pursuant to Rule 144A or any other available
exemption under the Securities Act, (B) a Person participating in the
distribution of the Initial Securities or (C) a Person who is an Affiliate of
the Corporation or the Trust.

     SECTION 2.5   Global Security.
                   ---------------

     (a) In connection with a Dissolution Event,

          (i) if any Capital Securities are held in book-entry form ("Book-Entry
Capital Securities"), a Like Amount of Definitive Securities shall be presented
to the Debenture Trustee (if an arrangement with the Depositary has been
maintained) by the Property Trustee in exchange for one or more Global
Securities (as may be required pursuant to Section 2.7), to be registered in the
name of the Depositary, or its nominee, and delivered by the Debenture Trustee
to the Depositary for crediting to the accounts of its participants pursuant to
the instructions of the Administrative Trustees; the Corporation upon any such
presentation shall execute one or more

                                       11
<PAGE>

Global Securities in such aggregate principal amount and deliver the same to the
Debenture Trustee for authentication and delivery in accordance with this
Indenture; and payments on the Securities issued as a Global Security will be
made to the Depositary; and

          (ii) if any Capital Securities are held in certificated form, the
related Definitive Securities may be presented to the Debenture Trustee, by the
Property Trustee and any Capital Security certificates which represent Capital
Securities other than Book-Entry Capital Securities ("Non Book-Entry Capital
Securities") will be deemed to represent beneficial interests in Securities
presented to the Debenture Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation amount of the Non Book-Entry
Capital Securities until such Capital Security certificates are presented to the
security registrar for the Securities for transfer or reissuance, at which time
such Capital Security certificates will be canceled, and a Security in a Like
Amount, registered in the name of the holder of the Capital Security certificate
or the transferee of the holder of such Capital Security certificate, as the
case may be, will be executed by the Corporation and delivered to the Debenture
Trustee for authentication and delivery in accordance with this Indenture; and
upon the issuance of such Securities, Securities with an equivalent aggregate
principal amount that were presented by the Property Trustee to the Debenture
Trustee will be canceled.

     (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, however,
                                                           --------  -------
that the aggregate principal amount of outstanding Securities represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and prepayments. Any endorsement of a Global Security to
reflect the amount of any increase or decrease in the aggregate principal amount
of outstanding Securities represented thereby shall be made by the Debenture
Trustee, in accordance with instructions given by the Corporation as required by
this Section 2.5.

     (c) The Global Securities may be transferred, in whole but not in part,
only to the Depositary, to another nominee of the Depositary, or to a successor
Depositary selected or approved by the Corporation or to a nominee of such
successor Depositary.

     (d) If at any time the Depositary notifies the Corporation that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and, in each case, a
successor Depositary is not appointed by the Corporation within 90 days after
the Corporation receives such notice or becomes aware of such condition, as the
case may be, the Corporation will execute, and the Debenture Trustee, upon
receipt of a Corporation Order, will authenticate and make available for
delivery the Definitive Securities, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security,
in exchange for such Global Security.  If there is a Default or an Event of
Default, the Depositary shall have the right to exchange the Global Securities
for Definitive Securities.  In addition, the Corporation may at any time
determine that the Securities shall no longer be represented by a Global
Security.  In the event of such an Event of Default or such a determination, the
Corporation shall execute, and subject to Section 2.7, the Debenture Trustee,
upon receipt of an Officers' Certificate evidencing such determination by the
Corporation and a Corporation Order, will authenticate and make available for
delivery the Definitive Securities, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global Security,
in exchange for such Global Security.  Upon the exchange of the Global

                                       12
<PAGE>

Security for such Definitive Securities, in authorized denominations, the Global
Security shall be canceled by the Debenture Trustee. Such Definitive Securities
issued in exchange for the Global Security shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Debenture Trustee. The Debenture Trustee shall deliver such Definitive
Securities to the Depositary for delivery to the Persons in whose names such
Definitive Securities are so registered.

     SECTION 2.6   Interest.
                   --------

     (a) Each Security will bear interest, at the rate of 10.75% per annum (the
"Coupon Rate"), from the most recent date to which interest has been paid or
duly provided for or, if no interest has been paid or duly provided for, from
May 19, 2000, until the principal thereof becomes due and payable, and at the
Coupon Rate on any overdue principal and (to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest, compounded semi-annually, payable (subject to the provisions of
Article XVI) semi-annually in arrears on June 1st and December 1st of each year,
commencing December 1, 2000 (each, an "Interest Payment Date"), to the Person in
whose name such Security or any predecessor Security is registered at the close
of business on the regular record date for such interest installment, which
shall be the 15/th/ day of the month immediately preceding the month in which
the relevant Interest Payment Date falls.

     (b) The amount of interest payable on the Securities shall be computed on
the basis of a 360-day year of twelve 30-day months.

     (c) During such time as the Property Trustee is the holder of any
Securities, the Corporation shall pay any additional amounts on the Securities
as may be necessary in order that the amount of Distributions then due and
payable by the Trust on the outstanding Trust Securities shall not be reduced as
a result of any additional taxes, duties and other governmental charges to which
the Trust has become subject as a result of a Tax Event ("Additional Sums").

     SECTION 2.7   Transfer and Exchange.
                   ---------------------

     (a)  Transfer Restrictions.
          ---------------------

               (i) The Initial Securities, and those Exchange Securities with
respect to which any Person described in Section 2.4(b)(A), (B) or (C) is the
beneficial owner, may not be transferred except in compliance with the legend
contained in Exhibit A unless otherwise determined by the Corporation in
accordance with applicable law. Upon any distribution of the Securities
following a Dissolution Event, the Corporation and the Debenture Trustee shall
enter into a supplemental indenture pursuant to Section 9.1 to provide for the
transfer restrictions and procedures with respect to the Securities
substantially similar to those contained in the Declaration to the extent
applicable in the circumstances existing at such time.

               (ii) The Securities will be issued and may be transferred only in
blocks having an aggregate principal amount of not less than $100,000 and in
multiples of $1,000 in excess thereof. Any attempted transfer of the Securities
in a block having an aggregate principal amount of less than $100,000 shall be
deemed to be voided and of no legal effect whatsoever.

                                       13
<PAGE>

Any such purported transferee shall be deemed not to be a holder of such
Securities for any purpose, including, but not limited to the receipt of
payments on such Securities, and such purported transferee shall be deemed to
have no interest whatsoever in such Securities.

     (b)  General Provisions Relating to Transfers and Exchanges.  To permit
          ------------------------------------------------------
registrations of transfers and exchanges, the Corporation shall execute and the
Debenture Trustee shall authenticate Definitive Securities and Global Securities
at the request of the security registrar for the Securities.  All Definitive
Securities and Global Securities issued upon any registration of transfer or
exchange of Definitive Securities or Global Securities shall be the valid
obligations of the Corporation, evidencing the same debt, and entitled to the
same benefits under this Indenture, as the Definitive Securities or Global
Securities surrendered upon such registration of transfer or exchange.

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

     The Corporation shall not be required to: (i) issue, register the transfer
of or exchange Securities during a period beginning at the opening of business
15 days before the day of mailing of a notice of prepayment or any notice of
selection of Securities for prepayment under Article XIV hereof and ending at
the close of business on the day of such mailing; or (ii) register the transfer
of or exchange any Security so selected for prepayment in whole or in part,
except the nonprepaid portion of any Security being prepaid in part.

     Prior to due presentment for the registration of a transfer of any
Security, the Debenture Trustee, the Corporation and any agent of the Debenture
Trustee or the Corporation may deem and treat the Person in whose name any
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and interest on such Securities, and none of
the Debenture Trustee, the Corporation or any agents of the Debenture Trustee or
the Corporation shall be affected by notice to the contrary.

     (c)  Exchange of Initial Securities for Exchange Securities.   The Initial
          ------------------------------------------------------
Securities may be exchanged for Exchange Securities pursuant to the terms of the
Exchange Offer.  The Debenture Trustee shall make the exchange as follows:

     The Corporation shall present the Debenture Trustee with an Officers'
Certificate certifying the following:

     (A)  upon issuance of the Exchange Securities, the transactions
          contemplated by the Exchange Offer have been consummated; and

     (B)  the principal amount of Initial Securities properly tendered in the
          Exchange Offer that are represented by a Global Security, the
          principal amount of Initial Securities properly tendered in the
          Exchange Offer that are represented by Definitive Securities, the name
          of each holder of such Definitive Securities, the principal amount
          properly tendered in the Exchange Offer by each such holder and the
          name and address to which Definitive Securities for Exchange
          Securities shall be registered and sent for each such holder.

                                       14
<PAGE>

     The Debenture Trustee, upon receipt of (i) such Officers' Certificate, (ii)
an Opinion of Counsel (x) to the effect that the Exchange Securities have been
registered under Section 5 of the Securities Act and the Indenture has been
qualified under the Trust Indenture Act and (y) with respect to the matters set
forth in Section 3(q) of the Registration Rights Agreement and (iii) a
Corporation Order, shall authenticate (A) a Global Security representing
Exchange Securities in aggregate principal amount equal to the aggregate
principal amount of Initial Securities represented by a Global Security
indicated in such Officers' Certificate as having been properly tendered and (B)
Definitive Securities representing Exchange Securities in aggregate principal
amount equal to the aggregate principal amount of Initial Securities represented
by Definitive Securities registered in the names and in the respective principal
amounts indicated in such Officers' Certificate.

     If the principal amount of the Global Security for the Exchange Securities
is less than the principal amount of the Global Security for the Initial
Securities, the Debenture Trustee shall make an endorsement on such Global
Security for Initial Securities indicating a reduction in the principal amount
represented thereby.

     The Debenture Trustee shall deliver such Definitive Securities representing
Exchange Securities to the holders thereof as indicated in such Officers'
Certificate.

     SECTION 2.8   Replacement Securities.
                   ----------------------

     If any mutilated Security is surrendered to the Debenture Trustee, or the
Corporation and the Debenture Trustee receive evidence to their satisfaction of
the destruction, loss or theft of any Security, the Corporation shall issue and
the Debenture Trustee shall authenticate a replacement Security if the Debenture
Trustee's requirements for replacements of Securities are met.  An indemnity
bond must be supplied by the holder that is sufficient in the judgment of the
Debenture Trustee and the Corporation to protect the Corporation, the Debenture
Trustee, any agent thereof or any Authenticating Agent from any loss that any of
them may suffer if a Security is replaced.  The Corporation or the Debenture
Trustee may charge for its expenses in replacing a Security.

     Every replacement Security is an obligation of the Corporation and shall be
entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

     SECTION 2.9   Temporary Securities.
                   --------------------

     Pending the preparation of Definitive Securities, the Corporation may
execute, and upon Corporation Order the Debenture Trustee shall authenticate and
make available for delivery, temporary Securities that are printed,
lithographed, typewritten, mimeographed or otherwise reproduced, in any
authorized denomination, substantially of the tenor of the Definitive Securities
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the Officers executing such
Securities may determine, as conclusively evidenced by their execution of such
Securities.

     If temporary Securities are issued, the Corporation shall cause Definitive
Securities to be prepared without unreasonable delay.  The Definitive Securities
shall be printed, lithographed or

                                       15
<PAGE>

engraved, or provided by any combination thereof, or in any other manner
permitted by the rules and regulations of any applicable securities exchange,
all as determined by the Officers executing such Definitive Securities. After
the preparation of Definitive Securities, the temporary Securities shall be
exchangeable for Definitive Securities upon surrender of the temporary
Securities at the office or agency maintained by the Corporation for such
purpose pursuant to Section 3.2 hereof, without charge to the holder thereof.
Upon surrender for cancellation of any one or more temporary Securities, the
Corporation shall execute, and the Debenture Trustee shall authenticate and make
available for delivery, in exchange therefor the same aggregate principal amount
of Definitive Securities of authorized denominations. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as Definitive Securities.

     SECTION 2.10   Cancellation.
                    ------------

     The Corporation at any time may deliver Securities to the Debenture Trustee
for cancellation.  The Debenture Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall return such canceled Securities to the
Corporation.  The Corporation may not issue new Securities to replace Securities
that have been prepaid or paid or that have been delivered to the Debenture
Trustee for cancellation.

     SECTION 2.11   Defaulted Interest.
                    ------------------

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Corporation, at its election, as provided in
clause (a) or clause (b) below:

     (a) The Corporation may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (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 Corporation shall notify the Debenture Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each such
Security and the date of the proposed payment, and at the same time the
Corporation shall deposit with the Debenture Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Debenture Trustee for such
deposit prior to the date of the proposed payment, such money when deposited to
be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon, the Debenture Trustee shall fix
a special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Debenture Trustee of the
notice of the proposed payment. The Debenture Trustee shall promptly notify the
Corporation of such special record date and, in the name and at the expense of
the Corporation, 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 Securityholder at his or her address as it appears in the
Security Register, not less than 10 days prior to such special record date.
Notice

                                       16
<PAGE>

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 such Securities (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable pursuant to the following clause (b).

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

     SECTION 2.12   CUSIP Numbers.
                    -------------

     The Corporation in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Debenture Trustee shall use "CUSIP" numbers
in notices of prepayment as a convenience to Securityholders; provided, however,
                                                              --------  -------
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of a prepayment and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such prepayment shall
not be affected by any defect in or omission of such numbers.  The Corporation
will promptly notify the Debenture Trustee of any change in the CUSIP numbers.

                                  ARTICLE III
                    PARTICULAR COVENANTS OF THE CORPORATION

     SECTION 3.1    Payment of Principal and Interest.
                    ---------------------------------

     The Corporation covenants and agrees for the benefit of the holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of and interest on the Securities at the place, at the respective
times and in the manner provided herein.  The Corporation further covenants to
pay any and all amounts due in respect of the Securities, including, without
limitation, Additional Sums, as may be required pursuant to Section 2.6(c),
Liquidated Damages, if any, on the dates and in the manner required under the
Registration Rights Agreement or the Liquidated Damages Agreement and Compounded
Interest, as may be required pursuant to Section 16.1.

     SECTION 3.2    Offices for Notices and Payments, etc.
                    -------------------------------------

     So long as any of the Securities remain outstanding, the Corporation will
maintain in Wilmington, Delaware an office or agency where the Securities may be
presented for payment, an office or agency where the Securities may be presented
for registration of transfer and for exchange as in this Indenture provided and
an office or agency where notices and demands to or upon the Corporation in
respect of the Securities or this Indenture may be served.  The Corporation will
give to the Debenture Trustee written notice of the location of any such office
or agency and of any change of location thereof.  Until otherwise designated
from time to time by the Corporation in a notice to the Debenture Trustee, any
such office or agency for all of the above purposes shall be the Principal
Office of the Debenture Trustee.  In case the Corporation

                                       17
<PAGE>

shall fail to maintain any such office or agency in Wilmington, Delaware or
shall fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
Principal Office of the Debenture Trustee.

     In addition to any such office or agency, the Corporation may from time to
time designate one or more offices or agencies outside Wilmington, Delaware
where the Securities may be presented for payment, for registration of transfer
and for exchange and where notices and demands to or upon the Corporation in
respect of the Securities or this Indenture may be served in the manner provided
in this Indenture, and the Corporation may from time to time rescind such
designation, as the Corporation may deem desirable or expedient; provided,
                                                                 --------
however, that no such designation or rescission shall in any manner relieve the
-------
Corporation of its obligation to maintain any such office or agency in
Wilmington, Delaware for the purposes above mentioned.  The Corporation will
give to the Debenture Trustee prompt written notice of any such designation or
rescission thereof.

     SECTION 3.3    Appointments to Fill Vacancies in Debenture Trustee's
                    -----------------------------------------------------
Office.
------

     The Corporation, whenever necessary to avoid or fill a vacancy in the
office of Debenture Trustee, will appoint, in the manner provided in Section
6.10, a successor Debenture Trustee, so that there shall at all times be a
Debenture Trustee hereunder.

     SECTION 3.4    Provision as to Paying Agent.
                    ----------------------------

     (a) If the Corporation shall appoint a paying agent other than the
Debenture Trustee with respect to the Securities, it will cause such paying
agent to execute and deliver to the Debenture Trustee an instrument in which
such agent shall agree with the Debenture Trustee, subject to the provisions of
this Section 3.4,

          (i)   that it will hold all sums held by it as such agent for the
payment of the principal of or interest on the Securities (whether such sums
have been paid to it by the Corporation or by any other obligor on the
Securities) in trust for the benefit of the holders of the Securities; and

          (ii)  that it will give the Debenture Trustee notice of any failure by
the Corporation (or by any other obligor on the Securities) to make any payment
of the principal of or interest (including Additional Sums and Compounded
Interest, if any) and Liquidated Damages, if any, on the Securities when the
same shall be due and payable.

     (b) If the Corporation shall act as its own paying agent, it will, on or
before each due date of the principal of or interest on the Securities, set
aside, segregate and hold in trust for the benefit of the holders of the
Securities a sum sufficient to pay such principal or interest so becoming due
and will notify the Debenture Trustee of any failure to take such action and of
any failure by the Corporation (or by any other obligor under the Securities) to
make any payment of the principal of or interest on the Securities when the same
shall become due and payable.

     (c) Anything in this Section 3.4 to the contrary notwithstanding, the
Corporation may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Securities hereunder, or for any other reason, pay
or cause to be paid to the Debenture Trustee all sums

                                       18
<PAGE>

payable with respect to the Securities, such sums to be held by the Debenture
Trustee upon the trusts herein contained.

     (d) Anything in this Section 3.4 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.4 is subject to
Sections 11.3 and 11.4.

     SECTION 3.5    Certificate to Debenture Trustee.
                    --------------------------------

     The Corporation will deliver to the Debenture Trustee on or before 120 days
after the end of each fiscal year of the Corporation, commencing with the first
fiscal year ending after the date hereof, so long as Securities are outstanding
hereunder, an Officers' Certificate, one of the signers of which shall be the
principal executive, principal financial or principal accounting officer of the
Corporation, stating that in the course of the performance by the signers of
their duties as officers of the Corporation they would normally have knowledge
of any Default by the Corporation in the performance of any covenants contained
herein, stating whether or not they have knowledge of any such Default and, if
so, specifying each such Default of which the signers have knowledge, the nature
thereof and the action, if any, the Corporation intends to undertake as a result
of such Default.

     SECTION 3.6    Compliance with Consolidation Provisions.
                    ----------------------------------------

     The Corporation will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article X hereof are complied with.

     SECTION 3.7    Limitation on Dividends.
                    -----------------------

     The Corporation will not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Corporation's capital stock, (ii) make any payment of principal of or
interest or premium, if any, on, or repay, repurchase or redeem any debt
securities of the Corporation (including Other Debentures) that rank pari passu
with or junior in right of payment to the Securities or (iii) make any guarantee
payments with respect to any guarantee by the Corporation of the debt securities
of any Subsidiary of the Corporation (including Other Guarantees) if such
guarantee ranks pari passu with or junior in right of payment to the Securities
(other than (a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock), (b) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (c)
payments under the Capital Securities Guarantee, as defined in the Indenture,
(d) as a result of a reclassification of the Corporation's capital stock or the
exchange or conversion of one class or series of the Corporation's capital stock
for another class or series of the Corporation's capital stock, (e) the purchase
of fractional interests in shares of the Corporation's capital stock pursuant to
the conversion or exchange provisions of such capital stock or the security
being converted or exchanged and (f) purchases of Common Stock related to the
issuance of Common Stock or rights under any of the Corporation's benefit or
compensation plans for its directors, officers or employees or any of the
Corporation's dividend reinvestment plans), if at such time (1) there shall have
occurred any event of which the

                                       19
<PAGE>

Corporation has actual knowledge that (a) is a Default or an Event of Default
and (b) in respect of which the Corporation shall not have taken reasonable
steps to cure, (2) such Securities are held by the Property Trustee of GBB
Capital IV and the Corporation shall be in default with respect to its payment
of any obligations under the Capital Securities Guarantee or (3) the Corporation
shall have given notice of its election to exercise its right to commence an
Extended Interest Payment Period and shall not have rescinded such notice, and
such Extended Interest Payment Period or any extension thereof shall have
commenced and be continuing.

     SECTION 3.8    Covenants as to GBB Capital IV.
                    ------------------------------

     In the event Securities are issued to the Trust or a trustee of such Trust
in connection with the issuance of Trust Securities by the Trust, for so long as
such Trust Securities remain outstanding, the Corporation (i) will maintain 100%
direct or indirect ownership of the Common Securities of the Trust; provided,
                                                                    --------
however, that any successor of the Corporation, permitted pursuant to Article X,
-------
may succeed to the Corporation's ownership of such Common Securities, (ii) will
use commercially reasonable efforts to cause the Trust (a) to remain a business
trust, except in connection with a distribution of Securities to the holders of
Trust Securities in liquidation of the Trust, the redemption of all of the Trust
Securities of the Trust, or certain mergers, consolidations or amalgamations,
each as permitted by the Declaration, and (b) to otherwise continue to be
classified as a grantor trust and not an association taxable as a corporation
for United States federal income tax purposes, (iii) will use commercially
reasonable efforts to cause each holder of the Trust Securities to be treated as
owning an undivided beneficial interest in the Securities and (iv) will not
cause, as sponsor of the Trust, or permit, as holder of the Common Securities,
the dissolution, winding-up or liquidation of the Trust, except as provided in
the Declaration.

     SECTION 3.9    Payment of Expenses.
                    -------------------

     In connection with the offering, sale and issuance of the Securities to the
Trust and in connection with the sale of the Trust Securities by the Trust, the
Corporation, in its capacity as borrower with respect to the Securities, shall:

     (a) pay all costs and expenses relating to the offering, sale and issuance
of the Securities, including fees and expenses in connection with any Exchange
Offer, filing of a shelf registration statement or other action to be taken
pursuant to the Registration Rights Agreement and Liquidated Damages Agreement
and compensation of the Debenture Trustee in accordance with the provisions of
Section 6.6;

     (b) pay all costs and expenses of the Trust, including, but not limited to,
costs and expenses relating to the organization of the Trust, the offering, sale
and issuance of the Trust Securities (including commissions payable to the
Initial Purchasers pursuant to the Purchase Agreement in connection therewith),
the fees and expenses of the Property Trustee and the Delaware Trustee, the
costs and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications

                                       20
<PAGE>

expenses and costs and expenses incurred in connection with the acquisition,
financing, and disposition of assets of the Trust;

     (c) be primarily and fully liable for any indemnification obligations
arising with respect to the Declaration;

     (d) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust; and

     (e) pay all other fees, expenses, debts and obligations (other than in
respect of the Trust Securities) related to the Trust.

     SECTION 3.10   Payment Upon Resignation or Removal.
                    -----------------------------------

     Upon termination of this Indenture or the removal or resignation of the
Debenture Trustee, unless otherwise stated, the Corporation shall pay to the
Debenture Trustee all amounts accrued and owing to the Debenture Trustee to the
date of such termination, removal or resignation.  Upon termination of the
Declaration or the removal or resignation of the Delaware Trustee or the
Property Trustee, as the case may be, pursuant to Section 5.6 of the
Declaration, the Corporation shall pay to the Delaware Trustee or the Property
Trustee, as the case may be, all amounts accrued and owing to such trustee(s) to
the date of such termination, removal or resignation.

                                  ARTICLE IV
        LIST OF SECURITYHOLDERS AND REPORTS BY THE CORPORATION AND THE
                               DEBENTURE TRUSTEE

     SECTION 4.1    List of Securityholder.
                    ----------------------

     The Corporation covenants and agrees that it will furnish or cause to be
furnished to the Debenture Trustee:

     (a) on a semi-annual basis on each regular record date for the Securities,
a list, in such form as the Debenture Trustee may reasonably require, of the
names and addresses of the Securityholders as of such record date; and

     (b) at such other times as the Debenture Trustee may request in writing,
within 30 days after the receipt by the Corporation 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, except that, no such lists need be furnished so long as
the Debenture Trustee is in possession thereof by reason of its acting as
security registrar for the Securities.

     SECTION 4.2    Preservation and Disclosure of List.
                    -----------------------------------

     (a) The Debenture Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of the Securities (1) contained in the most recent list furnished to it
as provided in Section 4.1 or (2) received by it in

                                       21
<PAGE>

the capacity of security registrar (if so acting) hereunder. The Debenture
Trustee may destroy any list furnished to it as provided in Section 4.1 upon
receipt of a new list so furnished.

     (b) In case three or more holders of Securities (hereinafter referred to as
"applicants") apply in writing to the Debenture Trustee and furnish to the
Debenture Trustee reasonable proof that each such applicant has owned a Security
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
holders of Securities or with holders of all Securities with respect to their
rights under this Indenture and is accompanied by a copy of the form of proxy or
other communication which such applicants propose to transmit, then the
Debenture Trustee shall, within five Business Days after the receipt of such
application, at its election, either:

          (i)   afford such applicants access to the information preserved at
the time by the Debenture Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, or

          (ii)  inform such applicants as to the approximate number of holders
of all Securities whose names and addresses appear in the information preserved
at the time by the Debenture Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, and as to the approximate cost of mailing to
such Securityholders the form of proxy or other communication, if any, specified
in such application.

     If the Debenture Trustee shall elect not to afford such applicants access
to such information, the Debenture Trustee shall, upon the written request of
such applicants, mail to each Securityholder whose name and address appear in
the information preserved at the time by the Debenture Trustee in accordance
with the provisions of subsection (a) of this Section 4.2 a copy of the form of
proxy or other communication which is specified in such request with reasonable
promptness after a tender to the Debenture Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five Business Days after such tender, the Debenture
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Debenture Trustee, such mailing would be contrary to
the best interests of the holders of Securities or would be in violation of
applicable law.  Such written statement shall specify the basis of such opinion.
If the Commission, after opportunity for a hearing upon the objections specified
in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of
such objections, the Commission shall find, after notice and opportunity for
hearing, that all the objections so sustained have been met and shall enter an
order so declaring, the Debenture Trustee shall mail copies of such material to
all such Securityholders with reasonable promptness after the entry of such
order and the renewal of such tender; otherwise the Debenture Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

     (c) Each and every holder of Securities, by receiving and holding the same,
agrees with the Corporation and the Debenture Trustee that neither the
Corporation nor the Debenture Trustee nor any paying agent shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
subsection (b) of this Section 4.2, regardless of the source from which such

                                       22
<PAGE>

information was derived, and that the Debenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

     SECTION 4.3    Reports by the Corporation.
                    --------------------------

     (a) The Corporation covenants and agrees to file with the Debenture
Trustee, within 15 days after the date on which the Corporation is required to
file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Corporation may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
Corporation is not required to file information, documents or reports pursuant
to either of such sections, then to provide to the Debenture Trustee, such of
the supplementary and periodic information, documents and reports which would
have been required pursuant to Section 13 of the Exchange Act in respect of a
security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations. The Corporation also
covenants and agrees to comply with the provisions of Section 314(a) of the
Trust Indenture Act.

     (b) The Corporation covenants and agrees to file with the Debenture Trustee
and the Commission, in accordance with the rules and regulations prescribed from
time to time by said Commission, such additional information, documents and
reports with respect to compliance by the Corporation with the conditions and
covenants provided for in this Indenture as may be required from time to time by
such rules and regulations.

     (c) The Corporation covenants and agrees to transmit by mail to all holders
of Securities, as the names and addresses of such holders appear upon the
Security Register, within 30 days after the filing thereof with the Debenture
Trustee, such summaries of any information, documents and reports required to be
filed by the Corporation pursuant to subsections (a) and (b) of this Section 4.3
as may be required by rules and regulations prescribed from time to time by the
Commission.

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

     (e) So long as is required for an offer or sale of the Securities to
qualify for an exemption under Rule 144A under the Securities Act, the
Corporation shall, upon request, provide the information required by clause
(d)(4) thereunder to each Securityholder and to each beneficial owner and
prospective purchaser of Securities identified by each Securityholder of
Restricted Securities, unless such information is furnished to the Commission
pursuant to Section 13 or 15(d) of the Exchange Act.

     SECTION 4.4    Reports by the Debenture Trustee.
                    --------------------------------

     (a) The Debenture Trustee shall transmit to Securityholders such reports
concerning the Debenture Trustee and its actions under this Indenture as may be
required pursuant to the Trust

                                       23
<PAGE>

Indenture Act at the times and in the manner provided pursuant thereto. If
required by Section 313(a) of the Trust Indenture Act, the Debenture Trustee
shall, by July 31 of each year, commencing July 31, 2001, deliver to
Securityholders a brief report, dated as of each such date which complies with
the provisions of such Section 313(a).

     (b) A copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Debenture Trustee with each stock exchange, if
any, upon which the Securities are listed, with the Commission and with the
Corporation.  The Corporation will promptly notify the Debenture Trustee when
the Securities are listed on any stock exchange.

                                   ARTICLE V
          REMEDIES OF THE DEBENTURE TRUSTEE AND SECURITYHOLDERS UPON
                               EVENT OF DEFAULT

     SECTION 5.1    Events of Default.
                    -----------------

     One or more of the following events of default shall constitute an Event of
Default hereunder (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

     (a) default in the payment of any interest (including Compounded Interest
and Additional Sums, if any) or Liquidated Damages, if any, on the Securities or
any Other Debentures (about which a Responsible Officer of the Debenture Trustee
has actual knowledge) when due, and continuance of such default for a period of
30 days; provided, however, that a valid extension of an interest payment period
by the Corporation in accordance with the terms hereof or thereof shall not
constitute a default in the payment of interest for this purpose; or

     (b) default in the payment of any principal of the Securities or any Other
Debentures (about which a Responsible Officer of the Debenture Trustee has
actual knowledge) when due, whether at maturity, upon prepayment, by declaration
of acceleration of maturity or otherwise; or

     (c) default in the performance, or breach, of any covenant or warranty of
the Corporation 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), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Corporation
by the Debenture Trustee or to the Corporation and the Debenture Trustee by the
holders of at least 25% in aggregate principal amount of the outstanding
Securities 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;
or

     (d) a court having jurisdiction in the premises shall enter a decree or
order for relief in respect of the Corporation in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Corporation or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs
and such decree or order shall remain unstayed and in effect for a period of 90
consecutive days; or

                                       24
<PAGE>

     (e) the Corporation shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Corporation or of any substantial part of its property,
or shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due.

     If an Event of Default with respect to Securities at the time outstanding
occurs and is continuing, then in every such case the Debenture Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities
then outstanding may declare the principal amount of all Securities to be due
and payable immediately, by a notice in writing to the Corporation (and to the
Debenture Trustee if given by the holders of the outstanding Securities), and
upon any such declaration the same shall become immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Securities shall have been so declared due
and payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, (i) the Corporation
shall pay or shall deposit with the Debenture Trustee a sum sufficient to pay
(A) all matured installments of interest (including Compounded Interest and
Additional Sums, if any) and Liquidated Damages, if any, on all the Securities
and the principal of any and all Securities which shall have become due
otherwise than by acceleration (with interest upon such principal, and, to the
extent that payment of such interest is enforceable under applicable law, on
overdue installments of interest, at the same rate as the rate of interest
specified in the Securities to the date of such payment or deposit) and (B) such
amount as shall be sufficient to cover compensation due to the Debenture Trustee
and each predecessor Debenture Trustee, their respective agents, attorneys and
counsel, pursuant to Section 6.6, and (ii) any and all Events of Default under
the Indenture, other than the non-payment of the principal of the Securities
which shall have become due solely by such declaration of acceleration, shall
have been cured, waived or otherwise remedied as provided herein, then, in every
such case, the holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Corporation and to the
Debenture Trustee, may rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

     In case the Debenture Trustee shall have proceeded to enforce any right
under this Indenture and such proceedings shall have been discontinued or
abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Debenture Trustee, then and in every
such case the Corporation, the Debenture Trustee and the holders of the
Securities shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Corporation, the Debenture
Trustee and the holders of the Securities shall continue as though no such
proceeding had been taken.

     SECTION 5.2    Payment of Securities on Default; Suit Therefor.
                    -----------------------------------------------

                                       25
<PAGE>

     The Corporation covenants that (a) in case default shall be made in the
payment of any installment of interest (including Compounded Interest and
Additional Sums, if any) and Liquidated Damages, if any, on any of the
Securities as and when the same shall become due and payable, and such default
shall have continued for a period of 30 days, or (b) in case default shall be
made in the payment of the principal of any of the Securities as and when the
same shall have become due and payable, whether at maturity of the Securities or
upon prepayment or by declaration or otherwise, then, upon demand of the
Debenture Trustee, the Corporation will pay to the Debenture Trustee, for the
benefit of the holders of the Securities, the whole amount that then shall have
become due and payable on all such Securities for principal and premium, if any,
or interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, or both, as the case may be, with interest upon the
overdue principal and (to the extent that payment of such interest is
enforceable under applicable law and, if the Securities are held by the Trust or
a trustee of such Trust, without duplication of any other amounts paid by the
Trust or a trustee in respect thereof) upon the overdue installments of interest
(including Compounded Interest and Additional Sums, if any) and Liquidated
Damages, if any, at the rate borne by the Securities; and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Debenture Trustee, its
agents, attorneys and counsel, and any other amount due to the Debenture Trustee
pursuant to Section 6.6.

     In case the Corporation shall fail forthwith to pay such amounts upon such
demand, the Debenture Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Corporation or any other
obligor on the Securities and collect in the manner provided by law out of the
property of the Corporation or any other obligor on the Securities, wherever
situated, the moneys adjudged or decreed to be payable.

     In case there shall be pending proceedings for the bankruptcy or for the
reorganization of the Corporation or any other obligor on the Securities under
Title 11, United States Code, or any other applicable law, or in case a receiver
or trustee shall have been appointed for the property of the Corporation or such
other obligor, or in the case of any other similar judicial proceedings relative
to the Corporation or other obligor upon the Securities, or to the creditors or
property of the Corporation or such other obligor, the Debenture Trustee,
irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Debenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.2, shall be entitled and empowered, by intervention
in such proceedings or otherwise, to file and prove a claim or claims for the
whole amount of principal and interest owing and unpaid in respect of the
Securities and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Debenture Trustee (including any claim for amounts due to
the Debenture Trustee pursuant to Section 6.6) and of the Securityholders
allowed in such judicial proceedings relative to the Corporation or any other
obligor on the Securities, or to the creditors or property of the Corporation or
such other obligor, unless prohibited by applicable law and regulations, to vote
on behalf of the holders of the Securities in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency

                                       26
<PAGE>

proceedings or person performing similar functions in comparable proceedings,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such
payments to the Debenture Trustee, and, in the event that the Debenture Trustee
shall consent to the making of such payments directly to the Securityholders, to
pay to the Debenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to, and expenses of, the Debenture Trustee, each
predecessor Debenture Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Debenture Trustee pursuant to Section
6.6.

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

     All rights of action and of asserting claims under this Indenture, or under
any of the Securities, may be enforced by the Debenture Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Debenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment shall be for the ratable benefit of the
holders of the Securities.

     In any proceedings brought by the Debenture Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Debenture Trustee shall be a party), the Debenture Trustee shall be
held to represent all the holders of the Securities, and it shall not be
necessary to make any holders of the Securities parties to any such proceedings.

     SECTION 5.3    Application of Moneys Collected by Debenture Trustee.
                    ----------------------------------------------------

     Any moneys collected by the Debenture Trustee shall be applied in the
following order, at the date or dates fixed by the Debenture Trustee for the
distribution of such moneys, upon presentation of the Securities in respect of
which moneys have been collected, and stamping thereon the payment, if only
partially paid, and upon surrender thereof if fully paid:

     First: To the payment of costs and expenses of collection applicable to the
Securities and all other amounts due to the Debenture Trustee under Section 6.6;

     Second: To the payment of all Senior Indebtedness of the Corporation if and
to the extent required by Article XV;

     Third: To the payment of the amounts then due and unpaid upon Securities
for principal of and interest (including Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on the Securities, in respect of
which or for the benefit of which money has been collected, ratably, without
preference of priority of any kind, according to the amounts due on such
Securities for principal and interest, respectively; and

                                       27
<PAGE>

     Fourth: To the Corporation.

     SECTION 5.4    Proceedings by Securityholders.
                    ------------------------------

     No holder of any Security shall have any right by virtue of or by availing
of any provision of this Indenture to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless
such holder previously shall have given to the Debenture Trustee written notice
of an Event of Default and of the continuance thereof with respect to the
Securities specifying such Event of Default, as hereinbefore provided, and
unless also the holders of not less than 25% in aggregate principal amount of
the Securities then outstanding shall have made written request upon the
Debenture Trustee to institute such action, suit or proceeding in its own name
as Debenture Trustee hereunder and shall have offered to the Debenture Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Debenture Trustee for 60
days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action, suit or proceeding, it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security with every other taker and holder and the Debenture Trustee, that no
one or more holders of Securities shall have any right in any manner whatever by
virtue of or by availing itself of any provision of this Indenture to affect,
disturb or prejudice the rights of any other holder of Securities, or to obtain
or seek to obtain priority over or preference to any other such holder, or to
enforce any right under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of Securities.

     Notwithstanding any other provisions in this Indenture, however, the right
of any holder of any Security to receive payment of the principal of and
interest on (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, on such Security, on or after the same shall have
become due and payable, or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the consent of such holder,
and by accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security with every other such taker
and holder and the Debenture Trustee, that no one or more holders of Securities
shall have any right in any manner whatsoever by virtue or by availing itself of
any provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities.  For the protection and enforcement
of the provisions of this Section, each and every Securityholder and the
Debenture Trustee shall be entitled to such relief as can be given either at law
or in equity.

     The Corporation and the Debenture Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action (as defined therein) with respect to any Event of Default referred
to in clause (a) or (b) of Section 5.1.

                                       28
<PAGE>

     SECTION 5.5    Proceedings by Debenture Trustee.
                    --------------------------------

     In case an Event of Default occurs with respect to Securities and is
continuing, the Debenture Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Debenture Trustee shall deem most effectual to protect and
enforce any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture, or to enforce any other legal or
equitable right vested in the Debenture Trustee by this Indenture or by law.

     SECTION 5.6    Remedies Cumulative and Continuing.
                    ----------------------------------

     All powers and remedies given by this Article V to the Debenture Trustee or
to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the
Debenture Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to
the Securities, and no delay or omission of the Debenture Trustee or of any
holder of any of the Securities to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.4, every power
and remedy given by this Article V or by law to the Debenture Trustee or to the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Debenture Trustee or by the Securityholders.

     SECTION 5.7    Direction of Proceedings and Waiver of Defaults by Majority
                    -----------------------------------------------------------
of Securityholders.
------------------

     The holders of a majority in aggregate principal amount of the Securities
at the time outstanding shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Debenture
Trustee, or exercising any trust or power conferred on the Debenture Trustee;
provided, however, that (subject to the provisions of Section 6.1) the Debenture
--------  -------
Trustee shall have the right to decline to follow any such direction if the
Debenture Trustee shall determine that the action so directed would be unjustly
prejudicial to the holders not taking part in such direction or if the Debenture
Trustee being advised by counsel determines that the action or proceeding so
directed may not lawfully be taken or if the Debenture Trustee in good faith by
one of its Responsible Officers shall determine that the action or proceedings
so directed would involve the Debenture Trustee in personal liability.  Prior to
any declaration accelerating the maturity of the Securities, the holders of a
majority in aggregate principal amount of the Securities at the time outstanding
may on behalf of the holders of all of the Securities waive any past Default or
Event of Default and its consequences except a Default (a) in the payment of
principal of or interest on (including Compounded Interest and Additional Sums,
if any) or Liquidated Damages, if any, on any of the Securities (unless such
default has been cured and a sum sufficient to pay all matured installments of
interest (including Compounded Interest and Additional Sums, if any) and
principal, due otherwise than by acceleration has been deposited with the
Debenture Trustee) or (b) in respect of covenants or

                                       29
<PAGE>

provisions hereof which cannot be modified or amended without the consent of the
holder of each Security affected; provided, however, that if the Securities are
                                  --------  -------
held by the Property Trustee, such waiver or modification to such waiver shall
not be effective until the holders of a majority in aggregate liquidation amount
of Trust Securities shall have consented to such waiver or modification to such
waiver; provided, further, that if the consent of the holder of each outstanding
        --------  -------
Security is required, such waiver shall not be effective until each holder of
the Trust Securities shall have consented to such waiver. Upon any such waiver,
the Default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Corporation, the Debenture Trustee and the holders of the
Securities shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 5.7, said Default
or Event of Default shall for all purposes of the Securities and this Indenture
be deemed to have been cured and to be not continuing.

     SECTION 5.8    Notice of Defaults.
                    ------------------

     (a) The Debenture Trustee shall, within 90 days after the occurrence of a
Default with respect to the Securities actually known to a Responsible Officer
of the Debenture Trustee, mail to all Securityholders, as the names and
addresses of such holders appear upon the Security Register, notice of all such
Defaults, unless such Default shall have been cured before the giving of such
notice (the term "Default" for the purpose of this Section 5.8 being hereby
defined to be any of the events specified in clauses (a), (b), (c), (d) and (e)
of Section 5.1, not including periods of grace, if any, provided for therein,
and irrespective of the giving of written notice specified in clause (c) of
Section 5.1); provided, however, that, except in the case of Default in the
              --------  -------
payment of the principal of or interest (including Compounded Interest or
Additional Sums, if any) or Liquidated Damages, if any, on any of the
Securities, the Debenture Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee, or a trust
committee of directors and/or Responsible Officers of the Debenture Trustee in
good faith determines that the withholding of such notice is in the interests of
the Securityholders; provided, further, that in the case of any Default of the
                     --------  -------
character specified in Section 5.1(c), no such notice to Securityholders shall
be given until at least 60 days after the occurrence thereof, but shall be given
within 90 days after such occurrence.

     (b) Within ten Business Days after the occurrence of any Event of Default
actually known to a Responsible Officer of the Debenture Trustee, the Debenture
Trustee shall transmit notice of such Event of Default to all Securityholders as
their names and addresses appear on the Security Register, unless such Event of
Default shall have been cured or waived.

     SECTION 5.9    Undertaking to Pay Costs.
                    ------------------------

     All parties to this Indenture agree, and each holder of any Security by its
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 Debenture Trustee for any action
taken or omitted by it as Debenture Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees and expenses,

                                       30
<PAGE>

against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.9 shall not apply to any suit instituted by the
Debenture Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of or
interest (including Compounded Interest and Additional Sums, if any) or
Liquidated Damages, if any, on any Security against the Corporation on or after
the same shall have become due and payable.

                                  ARTICLE VI
                       CONCERNING THE DEBENTURE TRUSTEE

     SECTION 6.1  Duties and Responsibilities of Debenture Trustee.
                  ------------------------------------------------

     With respect to the holders of the Securities issued hereunder, the
Debenture Trustee, prior to the occurrence of an Event of Default (which, other
than in the case of Sections 5.1(a) and 5.1(b) hereof, is known to the Debenture
Trustee) and after the curing or waiving of all such Events of Default which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture.  In case an Event of Default (which,
other than in the case of Sections 5.1(a) and 5.1(b) hereof, is known to the
Debenture Trustee) has occurred (which has not been cured or waived), the
Debenture Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

     (a) prior to the occurrence of an Event of Default (which, other than in
the case of Sections 5.1(a) and 5.1(b) hereof, is known to the Debenture
Trustee) and after the curing or waiving of all such Events of Default which may
have occurred,

          (i)  the duties and obligations of the Debenture Trustee shall be
determined solely by the express provisions of this Indenture, and the Debenture
Trustee shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Debenture
Trustee; and

          (ii) in the absence of bad faith on the part of the Debenture Trustee,
the Debenture Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificate or
opinion furnished to the Debenture Trustee and conforming to the requirements of
this Indenture; but, in the case of any such certificate or opinion which by any
provision hereof is specifically required to be furnished to the Debenture
Trustee, the Debenture Trustee shall be under a duty to examine the same to
determine whether or not it conforms on its face to the requirements of this
Indenture;

                                       31
<PAGE>

     (b)  the Debenture Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer or Responsible Officers, unless it
shall be proved that the Debenture Trustee was negligent in ascertaining the
pertinent facts; and

     (c)  the Debenture Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Securityholders pursuant to Section 5.7, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or exercising any trust or power conferred upon the Debenture
Trustee, under this Indenture.

     None of the provisions contained in this Indenture shall require the
Debenture Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers, if it reasonably believes that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not reasonably assured to
it.

     SECTION 6.2    Reliance on Documents, Opinions, etc.
                    ------------------------------------

     Except as otherwise provided in Section 6.1:

     (a) the Debenture Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, note,
debenture 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, direction, order or demand of the Corporation mentioned
herein may be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Debenture Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Corporation;

     (c) the Debenture Trustee may consult with counsel of its selection and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

     (d) the Debenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Debenture
Trustee reasonable and sufficient security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;

     (e) the Debenture Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Debenture Trustee of the
obligation, upon the occurrence of an Event of Default (which, other than in the
case of Sections 5.1(a) and 5.1(b) hereof, is known to the Debenture Trustee)
(that has not been cured or waived), to exercise such of the rights and powers
vested in it by this Indenture, and to use the

                                       32
<PAGE>

same degree of care and skill in its exercise as a prudent person would exercise
or use under the circumstances in the conduct of his or her own affairs;

     (f) the Debenture 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, consent, order, approval, bond,
debenture, coupon or other paper or document, unless requested in writing to do
so by the holders of a majority in aggregate principal amount of the outstanding
Securities; provided, however, that if the payment within a reasonable time to
            --------  -------
the Debenture Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Debenture Trustee, not reasonably assured to the Debenture Trustee by the
security afforded to it by the terms of this Indenture, the Debenture Trustee
may require reasonable indemnity against such expense or liability as a
condition to so proceeding;

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

     (h) the Debenture Trustee shall not be charged with knowledge of any
Default or Event of Default unless (1) such Default or Event of Default falls
within Section 5.1(a) (other than a default with respect to the payment or
nonpayment of Compounded Interest, Liquidated Damages or Additional Sums) or
Section 5.1(b) of the Indenture, (2) a Responsible Officer shall have actual
knowledge of such Default or Event of Default or (3) written notice of such
Default or Event of Default shall have been given to the Debenture Trustee by
the Corporation or any other obligor on the Securities or by any holder of the
Securities; and

     (i) the Debenture Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith, without negligence or willful
misconduct and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture.

     SECTION 6.3    No Responsibility for Recitals, etc.
                    -----------------------------------

     The recitals contained herein and in the Securities (except in the
certificate of authentication of the Debenture Trustee or the Authenticating
Agent) shall be taken as the statements of the Corporation, and the Debenture
Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same.  The Debenture Trustee and the Authenticating Agent
make no representations as to the validity or sufficiency of this Indenture or
of the Securities.  The Debenture Trustee and the Authenticating Agent shall not
be accountable for the use or application by the Corporation of any Securities
or the proceeds of any Securities authenticated and delivered by the Debenture
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.

     SECTION 6.4    Debenture Trustee, Authenticating Agent, Paying Agents,
                    -------------------------------------------------------
Transfer Agents and Registrar May Own Securities.
------------------------------------------------

     The Debenture Trustee or any Authenticating Agent or any paying agent or
any transfer agent or any security registrar for the Securities, in its
individual or any other capacity, may

                                       33
<PAGE>

become the owner or pledgee of Securities with the same rights it would have if
it were not Debenture Trustee, Authenticating Agent, paying agent, transfer
agent or security registrar for the Securities.

     SECTION 6.5    Moneys to be Held in Trust.
                    --------------------------

     Subject to the provisions of Section 11.4, all moneys received by the
Debenture Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Debenture Trustee and any paying agent shall be under no liability for
interest on any money received by it hereunder except as otherwise agreed in
writing with the Corporation.  So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the written order of the Corporation, signed by an
Officer thereof.

     SECTION 6.6    Compensation and Expenses of Debenture Trustee.
                    ----------------------------------------------

     The Corporation, as issuer of Securities under this Indenture, covenants
and agrees to pay to the Debenture Trustee from time to time, and the Debenture
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Corporation and the Debenture Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the Corporation will pay or reimburse the Debenture Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Debenture Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from its
negligence or bad faith.  The Corporation also covenants to indemnify each of
the Debenture Trustee (including in its individual capacity) and any predecessor
Debenture Trustee (and its officers, agents, directors and employees) for, and
to hold it harmless against, any and all loss, damage, claim, action, suit,
liability or expense including taxes (other than taxes based on the income of
the Debenture Trustee) incurred without negligence or bad faith on the part of
the Debenture Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability.  The obligations of the Corporation under
this Section 6.6 to compensate and indemnify the Debenture Trustee and to pay or
reimburse the Debenture Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder.  Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Debenture Trustee as such, except funds held in
trust for the benefit of the holders of particular Securities.

     When the Debenture Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 5.1(d) or Section
5.1(e), the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for its services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

                                       34
<PAGE>

     The provisions of this Section shall survive the resignation or removal of
the Debenture Trustee and the defeasance or other termination of this Indenture.

     SECTION 6.7    Officers' Certificate as Evidence.
                    ---------------------------------

     Except as otherwise provided in Sections 6.1 and 6.2, whenever in the
administration of the provisions of this Indenture the Debenture Trustee shall
deem it necessary or desirable that a matter be proved or established prior to
taking or omitting any action hereunder, such matter (unless other evidence in
respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Debenture Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Debenture Trustee, and such Officers' Certificate, in the absence of negligence
or bad faith on the part of the Debenture Trustee, shall be full warrant to the
Debenture Trustee for any action taken or omitted by it under the provisions of
this Indenture upon the faith thereof.

     SECTION 6.8    Conflicting Interest of Debenture Trustee.
                    -----------------------------------------

     If the Debenture Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Debenture
Trustee and the Corporation shall in all respects comply with the provisions of
Section 310(b) of the Trust Indenture Act.

     SECTION 6.9    Eligibility of Debenture Trustee.
                    --------------------------------

     The Debenture Trustee hereunder shall at all times be a Person organized
and doing business under the laws of the United States of America or any state
or territory thereof or of the District of Columbia, or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million U.S. dollars ($50,000,000) and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.9 the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.

     The Corporation may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Corporation, serve
as Debenture Trustee.

     In case at any time the Debenture Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.9, the Debenture Trustee shall
resign immediately in the manner and with the effect specified in Section 6.10.

     SECTION 6.10   Resignation or Removal of Debenture Trustee.
                    -------------------------------------------

     (a)  The Debenture Trustee, or any trustee or trustees hereafter appointed,
may at any time resign by giving written notice of such resignation to the
Corporation and by mailing notice thereof to the holders of the Securities at
their addresses as they shall appear on the Security Register. Upon receiving
such notice of resignation, the Corporation shall promptly appoint a

                                       35
<PAGE>

successor trustee or trustees, in accordance with the provisions of Section 6.9,
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Debenture Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Debenture Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee, or
any Securityholder who has been a bona fide holder of a Security for at least
six months may, subject to the provisions of Section 5.9, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

     (b) In case at any time any of the following shall occur:

          (i)   the Debenture Trustee shall fail to comply with the provisions
of Section 6.8 after written request therefor by the Corporation or by any
Securityholder who has been a bona fide holder of a Security or Securities for
at least six months, or

          (ii)  the Debenture Trustee shall cease to be eligible in accordance
with the provisions of Section 6.9 and shall fail to resign after written
request therefor by the Corporation or by any Securityholder, or

          (iii) the Debenture Trustee shall become incapable of acting, or shall
be adjudged a bankrupt or insolvent, or a receiver of the Debenture Trustee or
of its property shall be appointed, or any public officer shall take charge or
control of the Debenture Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, the
Corporation may remove the Debenture Trustee and appoint a successor trustee, in
accordance with the provisions of Section 6.9, by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Debenture
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.9, any Securityholder who has been a bona fide holder of
a Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Debenture Trustee and the appointment of a successor trustee. Such court
may thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Debenture Trustee and appoint a successor trustee.

     (c)  The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Debenture Trustee
and nominate a successor trustee, which shall be deemed appointed as successor
trustee unless within 10 days after written notification of such nomination the
Corporation objects thereto, or if no successor trustee shall have been so
appointed and shall have accepted appointment within 30 days after such removal,
in which case the Debenture Trustee so removed or any Securityholder, upon the
terms and conditions and otherwise as in subsection (a) of this Section 6.10
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee.

     (d)  Any resignation or removal of the Debenture Trustee and appointment of
a successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

                                       36
<PAGE>

     SECTION 6.11   Acceptance by Successor Debenture Trustee.
                    -----------------------------------------

     Any successor trustee appointed as provided in Section 6.10 shall execute,
acknowledge and deliver to the Corporation and to its predecessor trustee an
instrument accepting such appointment hereunder, 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, duties and obligations of its predecessor hereunder,
with like effect as if originally named as trustee herein; but, nevertheless, on
the written request of the Corporation or of the successor trustee, the trustee
ceasing to act shall, upon payment of all amounts then due it pursuant to the
provisions of Section 6.6, execute and deliver an instrument transferring to
such successor trustee all the rights and powers of the trustee so ceasing to
act and shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring trustee thereunder.  Upon request of
any such successor trustee, the Corporation shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers.  Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

     No successor trustee shall accept appointment as provided in this Section
6.11 unless at the time of such acceptance such successor trustee shall be
qualified under the provisions of Section 6.8 and eligible under the provisions
of Section 6.9.

     Upon acceptance of appointment by a successor trustee as provided in this
Section 6.11, the Corporation shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they shall
appear on the Security Register.  If the Corporation fails to mail such notice
within 10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Corporation.

     SECTION 6.12   Succession by Merger, etc.
                    -------------------------

     Any Person into which the Debenture Trustee may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Debenture Trustee shall be a party, or
any Person succeeding to all or substantially all of the corporate trust
business of the Debenture Trustee, shall be the successor of the Debenture
Trustee hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

     In case any Securities shall have been authenticated but not delivered at
the time such successor to the Debenture Trustee shall succeed to the trusts
created by this Indenture, any such successor to the Debenture Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Debenture Trustee may
authenticate such Securities either in the name of any predecessor hereunder or
in the name of the successor trustee; and in all such cases such certificates
shall have the full force which the Securities or this Indenture elsewhere
provides that the certificate of the Debenture Trustee shall have; provided,
                                                                   --------
however, that the right to adopt the certificate of authentication of any
-------
predecessor Debenture

                                       37
<PAGE>

Trustee or authenticate Securities in the name of any predecessor Debenture
Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.

     SECTION 6.13   Limitation on Rights of Debenture Trustee as a Creditor.
                    -------------------------------------------------------

     The Debenture Trustee shall comply with Section 311(a) of the Trust
Indenture Act, excluding any creditor relationship described in Section 311(b)
of the Trust Indenture Act.  A Debenture Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent included therein.

     SECTION 6.14   Authenticating Agents.
                    ---------------------

     There may be one or more Authenticating Agents appointed by the Debenture
Trustee upon the request of the Corporation with power to act on the Debenture
Trustee's behalf and subject to the Debenture Trustee's direction in the
authentication and delivery of Securities issued upon exchange or transfer
thereof as fully to all intents and purposes as though any such Authenticating
Agent had been expressly authorized to authenticate and deliver Securities;
provided, however, that the Debenture Trustee shall have no liability to the
--------  -------
Corporation for any acts or omissions of the Authenticating Agent with respect
to the authentication and delivery of Securities.  Any such Authenticating Agent
shall at all times be a Person organized and doing business under the laws of
the United States or of any state or territory thereof or of the District of
Columbia authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of at least $5,000,000 and being subject to
supervision or examination by federal, state, territorial or District of
Columbia authority.  If such Person publishes reports of condition at least
annually pursuant to law or the requirements of such authority, then for the
purposes of this Section 6.14 the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect herein specified in
this Section.

     Any Person into which any Authenticating Agent may be merged, converted or
with which it may be consolidated, or any Person resulting from any merger or
consolidation to which any Authenticating Agent shall be a party, or any Person
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, if such successor Person
is otherwise eligible under this Section 6.14 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Debenture Trustee and to the Corporation.  The Debenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and to the
Corporation.  Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible under this Section 6.14, the Debenture Trustee may, and upon the
request of the Corporation shall, promptly appoint a successor Authenticating
Agent eligible under this Section 6.14, shall give written notice of such
appointment to the Corporation and shall mail notice of

                                       38
<PAGE>

such appointment to all Securityholders as the names and addresses of such
holders appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

     The Corporation, as issuer of the Securities, agrees to pay to any
Authenticating Agent from time to time reasonable compensation for its services.
Any Authenticating Agent shall have no responsibility or liability for any
action taken by it as such in accordance with the directions of the Debenture
Trustee.

                                  ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.1    Action by Securityholders.
                    -------------------------

     Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Securities may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument (including by way of electronic
transmission) or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of such holders of Securities voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article VIII, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of such Securityholders.

     If the Corporation shall solicit from the Securityholders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Corporation may, at its option, as evidenced by an Officers' Certificate, fix in
advance a record date for the determination of Securityholders entitled to give
such request, demand, authorization, direction, notice, consent, waiver or other
action, but the Corporation shall have no obligation to do so.  If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities shall be computed as of the record date; provided,
                                                                --------
however, that no such authorization, agreement or consent by such
-------
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

     SECTION 7.2    Proof of Execution by Securityholders.
                    -------------------------------------

     Subject to the provisions of Sections 6.1, 6.2 and 8.5, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Debenture Trustee or in

                                       39
<PAGE>

such manner as shall be satisfactory to the Debenture Trustee. The ownership of
Securities shall be proved by the Security Register or by a certificate of the
security registrar for the Securities. The Debenture Trustee may require such
additional proof of any matter referred to in this Section 7.2 as it shall deem
necessary.

     The record of any Securityholders' meeting shall be proved in the manner
provided in Section 8.6.

     SECTION 7.3    Who Are Deemed Absolute Owners.
                    ------------------------------

     Prior to due presentment for registration of transfer of any Security, the
Corporation, the Debenture Trustee, any Authenticating Agent, any paying agent,
any transfer agent and any security registrar for the Securities may deem the
person in whose name such Security shall be registered upon the Security
Register to be, and may treat him or her as, the absolute owner of such Security
(whether or not such Security shall be overdue) for the purpose of receiving
payment of or on account of the principal of and (subject to Section 2.6)
interest on such Security and for all other purposes; and neither the
Corporation nor the Debenture Trustee nor any Authenticating Agent nor any
paying agent nor any transfer agent nor any security registrar for the
Securities shall be affected by any notice to the contrary.  All such payments
so made to any holder for the time being or upon his or her order shall be valid
and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

     SECTION 7.4    Securities Owned by Corporation Deemed Not Outstanding.
                    ------------------------------------------------------

     In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities that are owned by the Corporation or any other
obligor on the Securities or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Corporation or
any other obligor on the Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided, however, that
                                                       --------  -------
for the purposes of determining whether the Debenture Trustee shall be protected
in relying on any such direction, consent or waiver, only Securities which a
Responsible Officer of the Debenture Trustee actually knows are so owned shall
be so disregarded.  Securities so owned which have been pledged in good faith
may be regarded as outstanding for the purposes of this Section 7.4 if the
pledgee shall establish to the satisfaction of the Debenture Trustee the
pledgee's right to vote such Securities and that the pledgee is not the
Corporation or any such other obligor or Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Corporation or any such other obligor.  In the case of a dispute as to such
right, any decision by the Debenture Trustee taken upon the advice of counsel
shall be full protection to the Debenture Trustee.

     SECTION 7.5    Revocation of Consents; Future Holders Bound.
                    --------------------------------------------

     At any time prior to (but not after) the evidencing to the Debenture
Trustee, as provided in Section 7.1, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any holder of

                                       40
<PAGE>

a Security (or any Security issued in whole or in part in exchange or
substitution therefor), subject to Section 7.1, the serial number of which is
shown by the evidence to be included in the group of Securities the holders of
which have consented to such action, may, by filing written notice with the
Debenture Trustee at its principal office and upon proof of holding as provided
in Section 7.2, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid, any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                 ARTICLE VIII
                          MEETINGS OF SECURITYHOLDERS

     SECTION 8.1    Purposes of Meetings.
                    --------------------

     A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article VIII for any of the following
purposes:

     (a) to give any notice to the Corporation or to the Debenture Trustee, or
to give any directions to the Debenture Trustee, or to consent to the waiving of
any Default hereunder and its consequences, or to take any other action
authorized to be taken by Securityholders pursuant to any of the provisions of
Article V;

     (b) to remove the Debenture Trustee and nominate a successor trustee
pursuant to the provisions of Article VI;

     (c) to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.2; or

     (d) to take any other action authorized to be taken by or on behalf of the
holders of any specified aggregate principal amount of such Securities under any
other provision of this Indenture or under applicable law.

     SECTION 8.2    Call of Meetings by Debenture Trustee.
                    -------------------------------------

     The Debenture Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 8.1, to be held at such time and at such
place in Palo Alto, Menlo Park or San Francisco, California or Wilmington,
Delaware as the Debenture Trustee shall determine.  Notice of every meeting of
the Securityholders, 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 mailed
to holders of Securities at their addresses as they shall appear on the Security
Register.  Such notice shall be mailed not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

     SECTION 8.3    Call of Meetings by Corporation or Securityholders.
                    --------------------------------------------------

     In case at any time the Corporation, pursuant to a resolution of the Board
of Directors, or the holders of at least 10% in aggregate principal amount of
the Securities then outstanding, shall

                                       41
<PAGE>

have requested the Debenture Trustee to call a meeting of Securityholders, by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Debenture Trustee shall not have mailed the notice
of such meeting within 20 days after receipt of such request, then the
Corporation or such Securityholders may determine the time and the place in Palo
Alto, Menlo Park or San Francisco, California for such meeting and may call such
meeting to take any action authorized in Section 8.1, by mailing notice thereof
as provided in Section 8.2.

     SECTION 8.4    Qualifications for Voting.
                    -------------------------

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

     SECTION 8.5    Regulations.
                    -----------

     Notwithstanding any other provisions of this Indenture, the Debenture
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities 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 think fit.

     The Debenture Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Corporation or by Securityholders as provided in Section 8.3, in which case
the Corporation or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

     Subject to the provisions of Section 8.4, at any meeting each holder of
Securities or proxy therefor shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by him or her; provided,
                                                                  --------
however, that no vote shall be cast or counted at any meeting in respect of any
-------
Security challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding.  The chairman of the meeting shall have no right to vote
other than by virtue of Securities held by him or instruments in writing as
aforesaid duly designating him as the person to vote on behalf of other
Securityholders.  Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.2 or 8.3 may be adjourned from time to time by a
majority of those present, and the meeting may be held as so adjourned without
further notice.

     SECTION 8.6    Voting.
                    ------

     The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their

                                       42
<PAGE>

representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 8.2. The record shall show the serial
numbers of the Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one of the duplicates shall be delivered to the
Corporation and the other to the Debenture Trustee to be preserved by the
Debenture 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. The holders of the Initial Securities and the Exchange
Securities shall vote for all purposes as a single class.

                                  ARTICLE IX
                                  AMENDMENTS

     SECTION 9.1    Without Consent of Securityholders.
                    ----------------------------------

     The Corporation and the Debenture Trustee may from time to time and at any
time amend this Indenture, without the consent of the Securityholders, for one
or more of the following purposes:

     (a) to evidence the succession of another Person to the Corporation, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Corporation pursuant to Article X
hereof;

     (b) to add to the covenants of the Corporation such further covenants,
restrictions or conditions for the protection of the Securityholders as the
Board of Directors and the Debenture Trustee shall consider to be for the
protection of the Securityholders, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions
or conditions a Default or an Event of Default permitting the enforcement of all
or any of the remedies provided in this Indenture as herein set forth; provided,
                                                                       --------
however, that in respect of any such additional covenant, restriction or
-------
condition such amendment may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Debenture Trustee upon such default;

     (c) to provide for the issuance under this Indenture of Securities in
coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for such
purpose;

                                       43
<PAGE>

     (d) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture; or to make such other provisions in regard to matters or questions
arising under this Indenture, provided that any such action shall not materially
adversely affect the interests of the holders of the Securities;

     (e) to evidence and provide for the acceptance of appointment hereunder by
a successor trustee with respect to the Securities;

     (f) to make provision for transfer procedures, certification, book-entry
provisions, the form of restricted securities legends, if any, to be placed on
Securities, and all other matters required pursuant to Section 2.7 or otherwise
necessary, desirable or appropriate in connection with the issuance of
Securities to holders of Capital Securities in the event of a distribution of
Securities by the Trust following a Dissolution Event, provided that any such
action shall not materially adversely affect the interests of the holders of the
Securities;

     (g) to qualify or maintain qualification of this Indenture under the Trust
Indenture Act; or

     (h) to make any change that does not adversely affect the rights of any
Securityholder in any material respect.

     The Debenture Trustee is hereby authorized to join with the Corporation in
the execution of any supplemental indenture to effect such amendment, to make
any further appropriate agreements and stipulations which may be therein
contained and to accept the conveyance, transfer and assignment of any property
thereunder, but the Debenture Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Debenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

     Any amendment to this Indenture authorized by the provisions of this
Section 9.1 may be executed by the Corporation and the Debenture Trustee without
the consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.2.

     SECTION 9.2    With Consent of Securityholders.
                    -------------------------------

     With the consent (evidenced as provided in Section 7.1) of the holders of a
majority in aggregate principal amount of the Securities at the time
outstanding, the Corporation, when authorized by a Board Resolution, and the
Debenture Trustee may from time to time and at any time amend this Indenture for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the holders of the Securities; provided, however, that no such amendment
                                  --------  -------
shall, without the consent of the holders of each Security then outstanding and
affected thereby (i) change the Maturity Date of any Security, or reduce the
rate or extend the time of payment of interest thereon (except as contemplated
by Article XVI), or reduce the principal amount thereof, or change any
prepayment provisions, or make the principal thereof or any interest thereon
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any Securityholder to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Securities, the holders of which are required
to consent to any such amendment to the Indenture; provided,
                                                   --------

                                       44
<PAGE>

however, that if the Securities are held by the Trust, such amendment shall not
-------
be effective until the holders of a majority in liquidation amount of Trust
Securities shall have consented to such amendment; provided, further, that if
                                                   --------  -------
the consent of the holder of each outstanding Security is required, such
amendment shall not be effective until each holder of the Trust Securities shall
have consented to such amendment.

     Upon the request of the Corporation accompanied by a copy of a resolution
of the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any supplemental indenture effecting such
amendment, and upon the filing with the Debenture Trustee of evidence of the
consent of Securityholders as aforesaid, the Debenture Trustee shall join with
the Corporation in the execution of such supplemental indenture unless such
supplemental indenture affects the Debenture Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Debenture
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

     Promptly after the execution by the Corporation and the Debenture Trustee
of any supplemental indenture pursuant to the provisions of this Section, the
Debenture Trustee shall transmit by mail, first class postage prepaid, a notice,
prepared by the Corporation, setting forth in general terms the substance of
such supplemental indenture, to the Securityholders as their names and addresses
appear upon the Security Register.  Any failure of the Debenture Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     SECTION 9.3    Compliance with Trust Indenture Act; Effect of Supplemental
                    -----------------------------------------------------------
Indentures.
----------

     Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act.  Upon the execution of any
supplemental indenture pursuant to the provisions of this Article IX, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights,  obligations, duties
and immunities under this Indenture of the Debenture Trustee, the Corporation
and the holders of Securities shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     SECTION 9.4    Notation on Securities.
                    ----------------------

     Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article IX may bear a
notation in form approved by the Debenture Trustee as to any matter provided for
in such supplemental indenture.  If the Corporation or the Debenture Trustee
shall so determine, new Securities so modified as to conform, in the opinion of
the Debenture Trustee and the Board of Directors, to any modification

                                       45
<PAGE>

of this Indenture contained in any such supplemental indenture may be prepared
and executed by the Corporation, authenticated by the Debenture Trustee or the
Authenticating Agent and delivered in exchange for the Securities then
outstanding.

     SECTION 9.5    Evidence of Compliance of Supplemental Indenture to be
                    ------------------------------------------------------
Furnished to Debenture Trustee.
------------------------------

     The Debenture Trustee, subject to the provisions of Sections 6.1 and 6.2,
may receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.

                                   ARTICLE X
          CONSOLIDATION, MERGER, SALE, CONVEYANCE, TRANSFER AND LEASE

     SECTION 10.1   Corporation May Consolidate, etc., on Certain Terms.
                    ---------------------------------------------------

     Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Corporation with or into any other
Person (whether or not affiliated with the Corporation, as the case may be), or
successive consolidations or mergers in which the Corporation or its successor
or successors, as the case may be, shall be a party or parties, or shall prevent
any sale, conveyance, transfer or lease of the property of the Corporation, or
its successor or successors as the case may be, as an entirety, or substantially
as an entirety, to any other Person (whether or not affiliated with the
Corporation, or its successor or successors, as the case may be) authorized to
acquire and operate the same; provided, that (a) the Corporation is the
                              --------
surviving Person, or the Person formed by or surviving any such consolidation or
merger (if other than the Corporation) or to which such sale, conveyance,
transfer or lease of property is made is a Person organized and existing under
the laws of the United States or any State thereof or the District of Columbia,
and (b) if the Corporation is not the surviving Person, upon any such
consolidation, merger, sale, conveyance, transfer or lease, the due and punctual
payment of the principal of and interest on the Securities according to their
tenor and the due and punctual performance and observance of all the covenants
and conditions of this Indenture to be kept or performed by the Corporation
shall be expressly assumed by the surviving Person, by supplemental indenture
(which shall conform to the provisions of the Trust Indenture Act as then in
effect) satisfactory in form to the Debenture Trustee executed and delivered to
the Debenture Trustee by the Person formed by such consolidation, or into which
the Corporation shall have been merged, or by the Person which shall have
acquired such property, as the case may be, and (c) after giving effect to such
consolidation, merger, sale, conveyance, transfer or lease, no Default or Event
of Default shall have occurred and be continuing.

     SECTION 10.2   Successor Person to be Substituted for Corporation.
                    --------------------------------------------------

     In case of any such consolidation, merger, sale, conveyance, transfer or
lease, and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Debenture Trustee and satisfactory in
form to the Debenture Trustee, of the obligation of due and punctual payment of
the principal of and interest on all of the Securities and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Corporation, such successor Person
shall succeed to and be

                                       46
<PAGE>

substituted for the Corporation, with the same effect as if it had been named
herein as a party hereto, and the Corporation thereupon shall be relieved of any
further liability or obligation hereunder or upon the Securities. Such successor
Person thereupon may cause to be signed, and may issue either in its own name or
in the name of the Corporation, any or all of the Securities issuable hereunder
which theretofore shall not have been signed by the Corporation and delivered to
the Debenture Trustee or the Authenticating Agent; and, upon the order of such
successor Person instead of the Corporation and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Debenture Trustee
or the Authenticating Agent shall authenticate and deliver any Securities which
previously shall have been signed and delivered by any Officer of the
Corporation to the Debenture Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter shall
cause to be signed and delivered to the Debenture Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

     SECTION 10.3   Opinion of Counsel to be Given Debenture Trustee.
                    ------------------------------------------------

     The Debenture Trustee, subject to the provisions of Sections 6.1 and 6.2,
may receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article X complies with the provisions of this
Article X.

                                  ARTICLE XI
                    SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 11.1   Discharge of Indenture.
                    ----------------------

     When (a) the Corporation shall deliver to the Debenture Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced as provided in Section 2.8) and not theretofore canceled, or (b) all
the Securities not theretofore canceled or delivered to the Debenture Trustee
for cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for prepayment within
one year under arrangements satisfactory to the Debenture Trustee for the giving
of notice of prepayment, and the Corporation shall deposit with the Debenture
Trustee, in trust, funds or U.S. Government Obligations sufficient to pay on the
Maturity Date or upon prepayment all of the Securities (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced as provided in Section 2.8) not theretofore canceled or delivered
to the Debenture Trustee for cancellation, including principal and interest
(including Compounded Interest and Additional Sums, if any) and Liquidated
Damages, if any, due or to become due to the Maturity Date or prepayment date,
as the case may be, but excluding, however, the amount of any moneys for the
payment of principal of or interest (including Compounded Interest and
Additional Sums, if any) or Liquidated Damages, if any, on the Securities (1)
theretofore repaid to the Corporation in accordance with the provisions of
Section 11.4, or (2) paid to any State or to the District of Columbia pursuant
to its unclaimed property or similar laws, and if, in either case the
Corporation shall also pay or cause to be paid all other sums payable hereunder
by the

                                       47
<PAGE>

Corporation, then this Indenture shall cease to be of further effect except for
the provisions of Sections 2.2, 2.7, 2.8, 3.1, 3.2, 3.4, 6.6, 6.10 and 11.4
hereof, which shall survive until such Securities shall mature and be paid.
Thereafter, Sections 6.6, 6.10 and 11.4 shall survive, and the Debenture
Trustee, on demand of the Corporation accompanied by any Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Corporation, shall
execute proper instruments acknowledging satisfaction of and discharging this
Indenture; the Corporation, however, hereby agrees to reimburse the Debenture
Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Debenture Trustee in connection with this Indenture or the Securities.

     SECTION 11.2   Deposited Moneys and U.S. Government Obligations to be Held
                    -----------------------------------------------------------
in Trust by Debenture Trustee.
-----------------------------

     Subject to the provisions of Section 11.4, all moneys and U.S. Government
Obligations deposited with the Debenture Trustee pursuant to Sections 11.1 or
11.5 shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Corporation if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S. Government Obligations have been deposited with the
Debenture Trustee, of all sums due and to become due thereon for principal and
interest.

     The Corporation shall pay and indemnify the Debenture Trustee against any
tax, fee or other charge imposed on or assessed against the U.S. Governmental
Obligations deposited pursuant to Section 11.5 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of outstanding Securities.

     SECTION 11.3   Paying Agent to Repay Moneys Held.
                    ---------------------------------

     Upon the satisfaction and discharge of this Indenture all moneys then held
by any paying agent of the Securities (other than the Debenture Trustee) shall,
upon written demand of the Corporation, be repaid to it or paid to the Debenture
Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

     SECTION 11.4   Return of Unclaimed Moneys.
                    --------------------------

     Any moneys deposited with or paid to the Debenture Trustee or any paying
agent for payment of the principal of or interest (including Compounded Interest
and Additional Sums, if any) or Liquidated Damages, if any, on Securities and
not applied but remaining unclaimed by the holders of Securities for two years
after the date upon which the principal of or interest (including Compounded
Interest and Additional Sums, if any) or Liquidated Damages, if any, on such
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Corporation by the Debenture Trustee or such paying agent; and the
holder of any of the Securities shall thereafter look only to the Corporation
for any payment which such holder may be entitled to collect and all liability
of the Debenture Trustee or such paying agent with respect to such moneys shall
thereupon cease.

     SECTION 11.5   Defeasance Upon Deposit of Moneys or U.S. Government
                    ----------------------------------------------------
Obligations.
-----------

                                       48
<PAGE>

     The Corporation shall be deemed to have been Discharged (as defined below)
from its obligations with respect to the Securities on the 91/st/ day after the
applicable conditions set forth below have been satisfied:

     (a)  the Corporation shall have deposited or caused to be deposited
irrevocably with the Debenture Trustee or the Defeasance Agent (as defined
below) as trust funds in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the holders of the Securities (i) money in
an amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (iii) a combination of (i) and (ii), sufficient, in the opinion (with
respect to (ii) and (iii)) of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Debenture Trustee and the Defeasance Agent, if any, to pay and discharge each
installment of principal of and interest on and Liquidated Damages, if any, in
respect of the outstanding Securities on the dates such installments of
principal and interest and Liquidated Damages, if any, are due;

     (b)  if the Securities are then listed on any national securities exchange,
the Corporation shall have delivered to the Debenture Trustee and the Defeasance
Agent, if any, an Opinion of Counsel to the effect that the exercise of the
option under this Section 11.5 would not cause such Securities to be delisted
from such exchange;

     (c)  no Default or Event of Default with respect to the Securities shall
have occurred and be continuing on the date of such deposit; and

     (d)  the Corporation shall have delivered to the Debenture Trustee and the
Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of
the Securities will not recognize income, gain or loss for United States federal
income tax purposes as a result of the exercise of the option under this Section
11.5 and will be subject to United States 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
option had not been exercised.

     "Discharged" means that the Corporation shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Debenture Trustee, at the expense of the
Corporation, shall execute proper instruments acknowledging the same), except
(1) the rights of holders of Securities to receive, from the trust fund
described in clause (a) above, payment of the principal of and the interest and
Liquidated Damages, if any, on the Securities when such payments are due; (2)
the Corporation's obligations with respect to the Securities under Sections 2.7,
2.8, 5.2 and 11.4; and (3) the rights, powers, trusts, duties and immunities of
the Debenture Trustee hereunder.

     "Defeasance Agent" means another financial institution which is eligible to
act as Debenture Trustee hereunder and which assumes all of the obligations of
the Debenture Trustee necessary to enable the Debenture Trustee to act
hereunder.  In the event such a Defeasance Agent is appointed pursuant to this
Section, the following conditions shall apply:

                                       49
<PAGE>

          (i)   the Debenture Trustee shall have approval rights over the
document appointing such Defeasance Agent and the document setting forth such
Defeasance Agent's rights and responsibilities; and

          (ii)  the Defeasance Agent shall provide verification to the Debenture
Trustee acknowledging receipt of sufficient money and/or U.S. Government
Obligations to meet the applicable conditions set forth in this Section 11.5.

                                  ARTICLE XII
            IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
                                   DIRECTORS

     SECTION 12.1   Indenture and Securities Solely Corporate Obligations.
                    -----------------------------------------------------

     No recourse for the payment of the principal of or interest (including
Compounded Interest and Additional Sums, if any) or Liquidated Damages, if any,
on any Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Corporation in this Indenture, or in any Security, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, officer or director, as such, past, present or future, of
the Corporation or of any successor Person to the Corporation, either directly
or through the Corporation or any successor Person to the Corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise; it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issuance of the
Securities.

                                 ARTICLE XIII
                           MISCELLANEOUS PROVISIONS

     SECTION 13.1   Successors.
                    ----------

     All of the covenants, stipulations, promises and agreements of the
Corporation contained in this Indenture shall also bind the Corporation's
successors and assigns whether so expressed or not.

     SECTION 13.2   Official Acts by Successor Corporation.
                    --------------------------------------

     Any act or proceeding that, by any provision of this Indenture, is
authorized or required to be done or performed by any board, committee or
officer of the Corporation shall and may be done and performed with like force
and effect by the like board, committee or officer of any corporation that shall
at the time be the lawful sole successor of the Corporation.

     SECTION 13.3   Surrender of Corporation Powers.
                    -------------------------------

     The Corporation by instrument in writing executed by authority of 2/3 (two-
thirds) of its Board of Directors and delivered to the Debenture Trustee may
surrender any of the powers reserved to the Corporation hereunder, and thereupon
such power so surrendered shall terminate both as to the Corporation, as the
case may be, and as to any successor Person.

                                       50
<PAGE>

     SECTION 13.4   Addresses for Notices, etc.
                    --------------------------

     Any notice or demand which by any provision of this Indenture is required
or permitted to be given or served by the Debenture Trustee or by the holders of
Securities on the Corporation may be given or served by being deposited postage
prepaid by first class mail, registered or certified mail, overnight courier
service or conformed telecopy addressed (until another address is filed by the
Corporation with the Debenture Trustee for the purpose) to Greater Bay Bancorp
at 2860 West Bayshore Road, Palo Alto, California, 94303, Attention: Steven C.
Smith.  Any notice, direction, request or demand by any Securityholder to or
upon the Debenture Trustee shall be deemed to have been sufficiently given or
made, for all purposes, if given or made in writing at the office of Wilmington
Trust Company at Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890-0001, Attention: Corporate Trust Administration (unless another
address is provided by the Debenture Trustee to the Corporation for such
purpose).  Any notice or communication to a Securityholder shall be mailed by
first class mail to his or her address shown on the Security Register kept by
the security registrar for the Securities.  Notices required to be given to the
Debenture Trustee or the Authenticating Agent shall be in writing, personally
delivered or mailed first class postage prepaid to each of the foregoing, or at
such other address as shall be designated by written notice to the other
parties.

     SECTION 13.5   Governing Law.
                    -------------

     This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State without regard to
conflict of law principles thereof.

     SECTION 13.6   Evidence of Compliance with Conditions Precedent.
                    ------------------------------------------------

     Upon any application or demand by the Corporation to the Debenture Trustee
to take any action under any of the provisions of this Indenture, the
Corporation shall furnish to the Debenture Trustee (which the Debenture Trustee
shall be fully protected in relying on) an Officers' Certificate stating that in
the opinion of the signers 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 have been complied with.

     Each certificate or opinion provided for in this Indenture and delivered to
the Debenture Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (except certificates delivered pursuant to
Section 3.5) shall include (1) a statement that the Person making such
certificate or opinion has read such covenant or condition; (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 such Person, he has made such
examination or investigation as is necessary to enable him 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 or not, in the opinion of such
person, such condition or covenant has been complied with.

     SECTION 13.7   Business Days.
                    -------------

                                       51
<PAGE>

     In any case where the date of payment of principal of or interest on the
Securities is not a Business Day, the payment of such principal of or interest
on the Securities will not be made on such date but will be made on the next
succeeding Business Day, with the same force and effect as if made on the
original date of payment, and no interest shall accrue for the period from and
after such date.

     SECTION 13.8   Trust Indenture Act to Control.
                    ------------------------------

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 318, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

     SECTION 13.9   Table of Contents, Headings, etc.
                    --------------------------------

     The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

     SECTION 13.10  Execution in Counterparts.
                    -------------------------

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

     SECTION 13.11  Separability.
                    ------------

     In case any one or more of the provisions contained in this Indenture or in
the Securities shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of the Securities,
but this Indenture and the Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

     SECTION 13.12  Assignment.
                    ----------

     The Corporation will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Corporation, provided that, in the event of any
such assignment, the Corporation will remain liable for all such obligations.
Subject to the foregoing, this Indenture is binding upon and inures to the
benefit of the parties thereto and their respective successors and assigns.
This Indenture may not otherwise be assigned by the parties thereto.

     SECTION 13.13  Acknowledgment of Rights.
                    ------------------------

     The Corporation acknowledges that, with respect to any Securities held by
the Trust or a trustee of such Trust, if the Property Trustee of such Trust
fails to enforce its rights under this Indenture as the holder of the Securities
held as the assets of the Trust, any holder of Capital Securities may institute
legal proceedings, subject to Section 5.9, directly against the Corporation to
enforce such Property Trustee's rights under this Indenture without first
instituting any legal proceedings against such Property Trustee or any other
person or entity.  Notwithstanding the

                                       52
<PAGE>

foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Corporation to pay principal of or
interest on the Securities when due, the Corporation acknowledges that a holder
of Capital Securities may directly institute a proceeding for enforcement of
payment to such holder of the principal of or interest on the Securities having
an aggregate principal amount equal to the aggregate liquidation amount of the
Capital Securities of such holder on or after the respective due date specified
in the Securities.

                                  ARTICLE XIV
                           PREPAYMENT OF SECURITIES

     SECTION 14.1   Special Event Prepayment.
                    ------------------------

     If, prior to the Initial Optional Redemption Date, a Special Event has
occurred and is continuing, then notwithstanding Section 14.2(a) but subject to
Section 14.2(c), the Corporation shall have the right, at any time within 90
days following the occurrence of such Special Event, upon (i) not less than 45
days' written notice to the Debenture Trustee and (ii) not less than 30 days nor
more than 60 days' written notice to the Securityholders, to prepay the
Securities, in whole (but not in part), at the Special Event Prepayment Price.
Following a Special Event, the Corporation shall take such action as is
necessary to promptly determine the Special Event Prepayment Price.  The Special
Event Prepayment Price shall be paid prior to 12:00 noon, New York City time, on
the date of such prepayment or such earlier time as the Corporation determines,
provided that the Corporation shall deposit with the Debenture Trustee an amount
sufficient to pay the Special Event Prepayment Price by 10:00 a.m., New York
City time, on the date such Special Event Prepayment Price is to be paid.

     SECTION 14.2   Optional Prepayment by Corporation.
                    ----------------------------------

     (a)  Subject to Sections 14.2(b) and (c), the Corporation shall have the
right to prepay the Securities, in whole or in part, at any time on or after the
Initial Optional Redemption Date, upon (i) not more than 45 days' written notice
to the Debenture Trustee and (ii) not less than 30 days and not more than 60
days' written notice to the Securityholders, at 100% of the principal amount of
the Securities to be prepaid plus, in each case, accrued and unpaid interest
thereon (including Compounded Interest and Additional Sums, if any) to the
applicable date of prepayment (the "Optional Prepayment Price").

     If the Securities are only partially prepaid pursuant to this Section 14.2,
the Securities to be prepaid shall be selected on a pro rata basis not more than
60 days prior to the date fixed for prepayment from the outstanding Securities
not previously called for prepayment; provided, however, that with respect to
                                      --------  -------
Securityholders that would be required to hold Securities with an aggregate
principal amount of less than $100,000 but more than an aggregate principal
amount of zero as a result of such pro rata prepayment, the Corporation shall
prepay Securities of each such Securityholder so that after such prepayment such
Securityholder shall hold Securities either with an aggregate principal amount
of at least $100,000 or such Securityholder no longer holds any Securities, and
shall use such method (including, without limitation, by lot) as the Corporation
shall deem fair and appropriate; provided, further, that any such proration may
                                 --------  -------
be made on the basis of the aggregate principal amount of Securities held by
each Securityholder and may be made by making such adjustments as the
Corporation deems fair and appropriate in

                                       53
<PAGE>

order that only Securities in denominations of $1,000 or integral multiples
thereof shall be prepaid. The Optional Prepayment Price shall be paid prior to
12:00 noon New York City time, on the date of such prepayment or at such earlier
time as the Corporation determines, provided that the Corporation shall deposit
                                    --------
with the Debenture Trustee an amount sufficient to pay the Optional Prepayment
Price by 10:00 a.m., New York City time, on the date such Optional Prepayment
Price is to be paid.

     (b)  Notwithstanding the first sentence of Section 14.2(a), upon the entry
of an order for dissolution of the Trust by a court of competent jurisdiction,
the Securities thereafter will be subject to optional prepayment, in whole only,
but not in part, on or after the Initial Optional Redemption Date, at the
applicable Optional Prepayment Price and otherwise in accordance with this
Article XIV.

     (c)  Any prepayment of Securities pursuant to Section 14.1 or Section 14.2
shall be subject to the Corporation obtaining any and all required regulatory
approvals.

     SECTION 14.3   No Sinking Fund.
                    ---------------

     The Securities are not entitled to the benefit of any sinking fund.

     SECTION 14.4   Notice of Prepayment; Selection of Securities.
                    ---------------------------------------------

     In case the Corporation shall desire to exercise the right to prepay all,
or, as the case may be, any part of the Securities in accordance with their
terms, it shall fix a date for prepayment and shall mail a notice of such
prepayment at least 30 and not more than 60 days' prior to the date fixed for
prepayment to the holders of Securities to be so prepaid as a whole or in part
at their last addresses as the same appear on the Security Register.  Such
mailing shall be by first class mail.  The notice, if mailed in the manner
herein provided, shall be conclusively presumed to have been duly given, whether
or not the holder receives such notice.  In any case, failure to give such
notice by mail or any defect in the notice to the holder of any Security
designated for prepayment as a whole or in part shall not affect the validity of
the proceedings for the prepayment of any other Security.

     Each such notice of prepayment shall specify the CUSIP number of the
Securities to be prepaid, the date fixed for prepayment, the Prepayment Price at
which the Securities are to be prepaid (or the method by which such Prepayment
Price is to be calculated), the place or places of payment where payment will be
made upon presentation and surrender of the Securities, that interest accrued to
the date fixed for prepayment will be paid as specified in said notice, and that
on and after said date interest thereon or on the portions thereof to be prepaid
will cease to accrue.  If less than all the Securities are to be prepaid, the
notice of prepayment shall specify the numbers of the Securities to be prepaid.
In case any Security is to be prepaid in part only, the notice of prepayment
shall state the portion of the principal amount thereof to be prepaid and shall
state that on and after the date fixed for prepayment, upon surrender of such
Security, a new Security or Securities in principal amount equal to the portion
thereof that has not been prepaid will be issued.

     By 10:00 a.m., New York City time, on the prepayment date specified in the
notice of prepayment given as provided in this Section, the Corporation will
deposit with the Debenture

                                       54
<PAGE>

Trustee or with one or more paying agents an amount of money sufficient to
prepay on the prepayment date all the Securities so called for prepayment at the
Prepayment Price .

     SECTION 14.5   Payment of Securities Called for Prepayment.
                    -------------------------------------------

     If notice of prepayment has been given as provided in Section 14.4, the
Securities or portions of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the Prepayment Price (subject to the rights of holders of
Securities at the close of business on a regular record date in respect of an
Interest Payment Date occurring on or prior to the prepayment date) and on and
after said date (unless the Corporation shall default in the payment of such
Securities at the Prepayment Price) interest (including Compounded Interest and
Additional Sums, if any) and Liquidated Damages, if any, on the Securities or
portions of Securities so called for prepayment shall cease to accrue.  On
presentation and surrender of such Securities at a place of payment specified in
said notice, the said Securities or the specified portions thereof shall be paid
and prepaid by the Corporation at the applicable Prepayment Price, (subject to
the rights of holders of Securities on the close of business on a regular record
date in respect of an Interest Payment Date occurring on or prior to the
prepayment date).

     Upon presentation of any Security prepaid in part only, the Corporation
shall execute and the Debenture Trustee shall authenticate and make available
for delivery to the holder thereof, at the expense of the Corporation, a new
Security or Securities of authorized denominations, in principal amount equal to
the portion of the Security so presented that has not been prepaid.

                                  ARTICLE XV
                          SUBORDINATION OF SECURITIES

     SECTION 15.1   Agreement to Subordinate.
                    ------------------------

     The Corporation covenants and agrees, and each holder of Securities issued
hereunder likewise covenants and agrees, that the Securities shall be issued
subject to the provisions of this Article XV; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

     The payment by the Corporation of the principal of and interest (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any,
on all Securities issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinated and subject in right of payment to the
prior payment in full of all Allocable Amounts then due and payable in respect
of Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

     No provision of this Article XV shall prevent the occurrence of any Default
or Event of Default hereunder.

     SECTION 15.2   Default on Senior Indebtedness.
                    ------------------------------

     In the event and during the continuation of any default by the Corporation
in the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness, or in the

                                       55
<PAGE>

event that the maturity of any Senior Indebtedness has been accelerated because
of a default and such acceleration has not been rescinded or canceled, then, in
either case, no payment shall be made by the Corporation with respect to the
principal (including prepayment payments) of or interest on the Securities
(including Compounded Interest and Additional Sums, if any, and Liquidated
Damages, if any, or any other amounts which may be due on the Securities
pursuant to the terms hereof or thereof).

     In the event of the acceleration of the maturity of the Securities, then no
payment shall be made by the Corporation with respect to the principal
(including prepayment payments) of or interest on the Securities (including
Compounded Interest and Additional Sums, if any, and Liquidated Damages, if any,
or any other amounts which may be due on the Securities pursuant to the terms
hereof or thereof) until the holders of all Senior Indebtedness outstanding at
the time of such acceleration shall receive payment, in full, of all Allocable
Amounts due on or in respect of such Senior Indebtedness (including any amounts
due upon acceleration).

     In the event that, notwithstanding the foregoing, any payment is received
by the Debenture Trustee, or any Securityholder, when such payment is prohibited
by the preceding paragraphs of this Section 15.2, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered by the Debenture
Trustee (if the notice requested by Section 15.6 has been received by the
Debenture Trustee) or by any Securityholder, to the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent of
the Allocable Amounts in respect of such Senior Indebtedness and to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Debenture Trustee in writing within 90
days of such payment of the Allocable Amounts then due and owing on such Senior
Indebtedness, and only the Allocable Amounts specified in such notice to the
Debenture Trustee shall be paid to the holders of such Senior Indebtedness.

     SECTION 15.3   Liquidation; Dissolution; Bankruptcy.
                    ------------------------------------

     Upon any payment by the Corporation or distribution of assets of the
Corporation of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution, winding-up, liquidation or reorganization of
the Corporation, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, the holders of all Senior Indebtedness of the
Corporation will first be entitled to receive payment in full of Allocable
Amounts due on or in respect of such Senior Indebtedness, before any payment is
made by the Corporation on account of the principal of or interest on the
Securities (including Compounded Interest and Additional Sums (if any) and
Liquidated Damages, if any, or any other amounts which may be due on the
Securities pursuant to the terms hereof or thereof); and upon any such
dissolution, winding-up, liquidation or reorganization, any payment by the
Corporation, or distribution of assets of the Corporation of any kind or
character, whether in cash, property or securities, which the Securityholders or
the Debenture Trustee would be entitled to receive from the Corporation, except
for the provisions of this Article XV, shall be paid by the Corporation or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Securityholders or by the
Debenture Trustee under the Indenture if received by them or it, directly to the
holders of Senior Indebtedness of the

                                       56
<PAGE>

Corporation (pro rata to such holders on the basis of the respective Allocable
Amounts of Senior Indebtedness held by such holders, as calculated by the
Corporation) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay all such Allocable Amounts of Senior
Indebtedness in full, in money or moneys worth, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the Securityholders
or to the Debenture Trustee.

     In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Corporation of any kind or character prohibited by
the foregoing, whether in cash, property or securities, shall be received by the
Debenture Trustee, or any Securityholder, before the Allocable Amounts of all
Senior Indebtedness is paid in full, or provision is made for such payment in
money in accordance with its terms, such payment or distribution shall be held
in trust for the benefit of and shall be paid over or delivered by the Debenture
Trustee (if the Notice requested by Section 15.6 has been received by the
Debenture Trustee) or by any Securityholder, to the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, as calculated by the Corporation, for application to the payment of all
Allocable Amounts of Senior Indebtedness remaining unpaid to the extent
necessary to pay all Allocable Amounts due on or in respect of such Senior
Indebtedness in full in money in accordance with its terms, after giving effect
to any concurrent payment or distribution to or for the benefit of the holders
of such Senior Indebtedness.

     For purposes of this Article XV, the words "cash, property or securities"
shall not be deemed to include shares of stock of the Corporation as reorganized
or readjusted, or securities of the Corporation or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Securities to the payment of Senior Indebtedness that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
             --------
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.  The
consolidation of the Corporation with, or the merger of the Corporation into,
another Person or the liquidation or dissolution of the Corporation following
the sale, conveyance, transfer or lease of its property as an entirety, or
substantially as an entirety, to another Person upon the terms and conditions
provided for in Article X of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 15.3
if such other Person shall, as a part of such consolidation, merger, sale,
conveyance, transfer or lease, comply with the conditions stated in Article X of
this Indenture.  Nothing in Section 15.2 or in this Section 15.3 shall apply to
claims of, or payments to, the Debenture Trustee under or pursuant to Section
6.6 of this Indenture.

     SECTION 15.4   Subrogation.
                    -----------

     Subject to the payment in full of all Allocable Amounts of Senior
Indebtedness, the rights of the Securityholders shall be subrogated to the
rights of the holders of such Senior

                                       57
<PAGE>

Indebtedness to receive payments or distributions of cash, property or
securities of the Corporation, as the case may be, applicable to such Senior
Indebtedness until the principal of and interest on the Securities shall be paid
in full; and, for the purposes of such subrogation, no payments or distributions
to the holders of such Senior Indebtedness of any cash, property or securities
to which the Securityholders or the Debenture Trustee would be entitled except
for the provisions of this Article XV, and no payment over pursuant to the
provisions of this Article XV to or for the benefit of the holders of such
Senior Indebtedness by Securityholders or the Debenture Trustee, shall, as
between the Corporation, its creditors other than holders of Senior Indebtedness
of the Corporation, and the holders of the Securities, be deemed to be a payment
by the Corporation to or on account of such Senior Indebtedness. It is
understood that the provisions of this Article XV are and are intended solely
for the purposes of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of such Senior Indebtedness on the
other hand.

     Nothing contained in this Article XV or elsewhere in this Indenture or in
the Securities is intended to or shall impair, as between the Corporation, its
creditors other than the holders of Senior Indebtedness of the Corporation, and
the holders of the Securities, the obligation of the Corporation, which is
absolute and unconditional, to pay to the holders of the Securities the
principal of and interest (including Compounded Interest and Additional Sums, if
any) and Liquidated Damages, if any, on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended to
or shall affect the relative rights of the holders of the Securities and
creditors of the Corporation, as the case may be, other than the holders of
Senior Indebtedness of the Corporation, as the case may be, nor shall anything
herein or therein prevent the Debenture Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XV of
the holders of such Senior Indebtedness in respect of cash, property or
securities of the Corporation, as the case may be, received upon the exercise of
any such remedy.

     SECTION 15.5   Debenture Trustee to Effectuate Subordination.
                    ---------------------------------------------

     Each Securityholder, by such Securityholder's acceptance thereof,
authorizes and directs the Debenture Trustee on such Securityholder's behalf to
take such action (as the Debenture Trustee, in its discretion, deems necessary
or appropriate, upon instruction or otherwise) to effectuate the subordination
provided in this Article XV and appoints the Debenture Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

     SECTION 15.6   Notice by the Corporation.
                    -------------------------

     The Corporation shall give prompt written notice to a Responsible Officer
of the Debenture Trustee of any fact known to the Corporation that would
prohibit the making of any payment of monies to or by the Debenture Trustee in
respect of the Securities pursuant to the provisions of this Article XV.
Notwithstanding the provisions of this Article XV or any other provision of this
Indenture, the Debenture Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of monies
to or by the Debenture Trustee in respect of the Securities pursuant to the
provisions of this Article XV, unless and until a Responsible Officer of the
Debenture Trustee shall have received written

                                       58
<PAGE>

notice thereof from the Corporation or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such
written notice, the Debenture Trustee, subject to the provisions of Article VI
of this Indenture, shall be entitled in all respects to assume that no such
facts exist; provided, however, that if the Debenture Trustee shall not have
             --------  -------
received the notice provided for in this Section 15.6 at least two Business Days
prior to the date upon which, by the terms hereof, any money may become payable
for any purpose (including, without limitation, the payment of the principal of
or interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, on any Security), then, anything herein contained to
the contrary notwithstanding, the Debenture Trustee shall have full power and
authority to receive such money and to apply the same to the purposes for which
they were received, and shall not be affected by any notice to the contrary that
may be received by it within two Business Days prior to such date.

     The Debenture Trustee, subject to the provisions of Article VI of this
Indenture, shall be entitled to conclusively rely on a written notice delivered
to it by a Person representing himself to be a holder of Senior Indebtedness of
the Corporation (or a trustee on behalf of such holder), as the case may be, to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders.  In the event
that the Debenture Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article XV, the Debenture Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Debenture Trustee as to the amount of such
Senior Indebtedness held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article XV, and, if such
evidence is not furnished, the Debenture Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

     Upon any payment or distribution of assets of the Corporation referred to
in this Article XV, the Debenture Trustee, subject to the provisions of Article
VI of this Indenture, and the Securityholders shall be entitled to conclusively
rely upon any order or decree entered by any court of competent jurisdiction in
which such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding-up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other person making
such payment or distribution, delivered to the Debenture Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Corporation, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XV.

     SECTION 15.7   Rights of the Debenture Trustee; Holders of Senior
                    --------------------------------------------------
Indebtedness.
------------

     The Debenture Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XV in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Debenture Trustee
of any of its rights as such holder.

                                       59
<PAGE>

     With respect to the holders of Senior Indebtedness of the Corporation, the
Debenture Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this Indenture against the Debenture Trustee.  The Debenture
Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Senior Indebtedness and, subject to the provisions of Article VI of this
Indenture, the Debenture Trustee shall not be liable to any holder of such
Senior Indebtedness if it shall pay over or deliver to Securityholders, the
Corporation or any other Person money or assets to which any holder of such
Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise.

     Nothing in this Article XV shall apply to claims of, or payments to, the
Debenture Trustee under or pursuant to Section 6.6.

     SECTION 15.8   Subordination May Not Be Impaired.
                    ---------------------------------

     No right of any present or future holder of any Senior Indebtedness of the
Corporation 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
Corporation, as the case may be, or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Corporation, as the case may
be, with the terms, provisions and covenants of this Indenture, regardless of
any knowledge thereof that any such holder may have or otherwise be charged
with.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Indebtedness of the Corporation may, at any time and from time
to time, without the consent of or notice to the Debenture Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article XV or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Corporation, as the case may be, and any
other Person.

     SECTION 15.9   Certain Conversions or Exchanges Not Deemed Payment.
                    ---------------------------------------------------

          For the purposes of this Article XV only, (a) the issuance and
delivery of junior securities upon conversion or exchange of Securities shall
not be deemed to constitute a payment or distribution on account of the
principal of (or premium, if any) or interest (including any Defaulted Interest)
on Securities or on account of the purchase or other acquisition of Securities,
and (b) the payment, issuance or delivery of cash, property or securities (other
than shares of any stock of any class of the Corporation and Indebtedness
ranking junior to the Securities) upon conversion or exchange of a Security
shall be deemed to constitute payment on account of the principal of such
security.

                                       60
<PAGE>

                                  ARTICLE XVI
                     EXTENSION OF INTEREST PAYMENT PERIOD

     SECTION 16.1   Extension of Interest Payment Period.
                    ------------------------------------

     So long as no Event of Default has occurred and is continuing, the
Corporation shall have the right, at any time and from time to time during the
term of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable, provided that no
                                                              --------
Extended Interest Payment Period shall end on a date other than an Interest
Payment Date or extend beyond the Maturity Date.  To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this Section 16.1, will
bear interest thereon at the Coupon Rate compounded semi-annually for each semi-
annual period during the Extended Interest Payment Period ("Compounded
Interest").  At the end of the Extended Interest Payment Period, the Corporation
shall pay all interest accrued and unpaid on the Securities, including any
Additional Sums and Compounded Interest (together, "Deferred Interest"), that
shall be payable to the holders of the Securities in whose names the Securities
are registered in the Security Register on the record date immediately preceding
the end of the Extended Interest Payment Period.  Before the termination of any
Extended Interest Payment Period, the Corporation may further defer payments of
interest by further extending such Extended Interest Payment Period, provided
                                                                     --------
that such Extended Interest Payment Period, together with all such previous and
further extensions within such Extended Interest Payment Period, shall not (i)
exceed 10 consecutive semi-annual periods, including the first such semi-annual
period during such Extended Interest Payment Period, (ii) end on a date other
than an Interest Payment Date or (iii) extend beyond the Maturity Date of the
Securities.  Upon the termination of any Extended Interest Payment Period and
the payment of all amounts then due, the Corporation may commence a new Extended
Interest Payment Period, subject to the foregoing requirements.  No interest
shall be due and payable during an Extended Interest Payment Period, except at
the end thereof, but the Corporation may prepay at any time all or any portion
of the interest accrued during an Extended Interest Payment Period.

     SECTION 16.2   Notice of Extension.
                    -------------------

     (a)  If the Property Trustee is the only holder of the Securities at the
time the Corporation elects to commence an Extended Interest Payment Period, the
Corporation shall give written notice to the Administrative Trustees, the
Property Trustee and the Debenture Trustee of its election to commence such
Extended Interest Payment Period at least five Business Days before the earlier
of (i) the next succeeding date on which Distributions on the Trust Securities
would have been payable, and (ii) the date the Property Trustee is required to
give notice of the record date, or the date such Distributions are payable, to
any national securities exchange or to holders of the Capital Securities, but in
any event at least five Business Days before such record date.

     (b)  If the Property Trustee is not the only holder of the Securities at
the time the Corporation elects to commence an Extended Interest Payment Period,
the Corporation shall give the holders of the Securities and the Debenture
Trustee written notice of its election of such

                                       61
<PAGE>

Extended Interest Payment Period at least 10 Business Days before the earlier of
(i) the next succeeding Interest Payment Date, and (ii) the date the Debenture
Trustee is required to give notice of the record or payment date of such
interest payment to any national securities exchange.

     (c)  The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 16.2 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under Section 16.1.

     Wilmington Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

                                       62
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.

                                        GREATER BAY BANCORP


                                        By: /s/ Shawn E. Saunders
                                           _____________________________________
                                             Name: Shawn E. Saunders
                                             Title: Senior Vice President,
                                                    Finance and Accounting

                                        WILMINGTON TRUST COMPANY,
                                        as Debenture Trustee


                                        By: /s/ Jill K. Morrison
                                           _____________________________________
                                             Name:  Jill K. Morrison
                                             Title: Senior Vice President,
                                                    Financial Services Officer

                                       63
<PAGE>

                                   EXHIBIT A
                                   ---------

                          (FORM OF FACE OF SECURITY)

     [IF THIS SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF
DTC.  THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF
THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO
DTC OR  ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

     UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE
DATE HEREOF AND THE LAST DATE ON WHICH GREATER BAY BANCORP (THE "CORPORATION")
OR ANY "AFFILIATE" OF THE CORPORATION WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) ONLY (A) TO THE CORPORATION, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF

                                       64
<PAGE>

SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE
CORPORATION PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D)
OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR
OTHER INFORMATION SATISFACTORY TO THE CORPORATION, AND (ii) PURSUANT TO CLAUSE
(D) TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
REVERSE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEREE TO THE
CORPORATION. SUCH HOLDER FURTHER AGREES THAT IT WILL DELIVER TO EACH PERSON TO
WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND.

     THE SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.  ANY ATTEMPTED TRANSFER
OF SECURITIES IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID
AND OF NO LEGAL EFFECT WHATSOEVER.  ANY SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT
NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, AND
SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH
SECURITIES.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES,
REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH
A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON
OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF
ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S.
DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38,
90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF
THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER  (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN
WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF
THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING

                                       65
<PAGE>

THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR
(ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY
OR ADMINISTRATIVE EXEMPTION.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 16, 2000, BY AND AMONG THE
TRUST, THE ISSUER AND THE INITIAL PURCHASERS NAMED THEREIN, AS AMENDED FROM TIME
TO TIME.

                                       66
<PAGE>

                      SUBORDINATED DEBENTURE CERTIFICATE
                              GREATER BAY BANCORP

CUSIP No.: _________
     $__________

           10.75% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE

                      DUE June 1, 2030 Series A/Series B

     Greater Bay Bancorp, a California corporation (the "Corporation," which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to [_________] or registered assigns,
the principal sum of [________________] dollars ($_________) on June 1, 2030
(the "Maturity Date"), unless previously prepaid, and to pay interest on the
outstanding principal amount hereof from May 19, 2000, or from the most recent
interest payment date (each such date, an "Interest Payment Date") to which
interest has been paid or duly provided for, semi-annually (subject to deferral
as set forth herein) in arrears on June 1st and December 1st of each year,
commencing December 1, 2000 at the rate of 10.75% per annum, until the principal
hereof shall have become due and payable, and on any overdue principal and
(without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
same rate per annum compounded semi-annually ("Compounded Interest").  The
amount of interest payable hereon shall be computed on the basis of a 360-day
year of twelve 30-day months.  In the event that any date on which the principal
of or interest on this Security is payable is not a Business Day (as defined in
the Indenture), then the payment payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on such
date.  Pursuant to the Indenture, in certain circumstances the Corporation will
be required to pay Additional Sums (as defined in the Indenture) with respect to
this Security.  Pursuant to the Registration Rights Agreement and the Liquidated
Damages Agreement, in certain limited circumstances the Corporation will be
required to pay Liquidated Damages (as defined in the Registration Rights
Agreement and the Liquidated Damages Agreement) with respect to this Security.

     The interest installment so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities,
as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be at the close
of business on the 15/th/ day of the month immediately preceding the month in
which the relevant Interest Payment Date falls.  Any such interest installment
not punctually paid or duly provided for shall forthwith cease to be payable to
the holders on such regular record date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a special record date to be fixed by the Debenture Trustee
for the payment of such defaulted interest, notice whereof shall be given to the
holders of Securities not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.

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<PAGE>

     The principal of and interest (including Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on this Security shall be payable
at the office or agency of the Debenture Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however, that
                                                         --------  -------
payment of interest may be made at the option of the Corporation by (i) check
mailed to the holder at such address as shall appear in the Security Register or
(ii) transfer to an account maintained by the Person entitled thereto, provided
that proper written transfer instructions have been received by the relevant
record date.  Notwithstanding the foregoing, so long as the holder of this
Security is the Property Trustee of GBB Capital IV, the payment of the principal
of and interest (including Compounded Interest and Additional Sums, if any) and
Liquidated Damages, if any, on this Security will be made at such place and to
such account as may be designated by such Property Trustee.

     The indebtedness evidenced by this Security is, to the extent provided in
the Indenture, subordinate and junior in right of payment to the prior payment
in full of all Senior Indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto.  Each holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Debenture Trustee on his or her behalf to take such
action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Debenture Trustee his or her
attorney-in-fact for any and all such purposes.  Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.

     This Security shall not be entitled to any benefit under the Indenture or
be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by or on behalf of the Debenture
Trustee.

     The provisions of this Security are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place.

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<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed and sealed this _____ day of __________, 2000.


                                        GREATER BAY BANCORP

                                        By:______________________

Attest:

By:_____________________
     Name:
     Title:

                                       69
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

     This is one of the 10.75% Junior Subordinated Deferrable Interest
Debentures, Series A/Series B, of GREATER BAY BANCORP referred to in the within-
mentioned Indenture.

                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Debenture Trustee



Dated: ___________                 By:__________________________________________
                                       Authorized Signatory
                         (FORM OF REVERSE OF SECURITY)
                         10.75% SUBORDINATED DEBENTURE

     This Security is one of the Securities of the Corporation (herein sometimes
referred to as the "Securities"), specified in the Indenture, all issued or to
be issued under and pursuant to an Indenture, dated as of May 19, 2000 (the
"Indenture"), duly executed and delivered between the Corporation and Wilmington
Trust Company, as Debenture Trustee (the "Debenture Trustee"), to which
Indenture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Debenture
Trustee, the Corporation and the holders of the Securities.  The Securities are
limited in aggregate principal amount as specified in the Indenture.

     Upon the occurrence and continuation of a Special Event (as defined in the
Indenture) prior to June 1, 2010 (the "Initial Optional Redemption Date"), the
Corporation shall have the right, at any time within 90 days following the
occurrence of such Special Event, to prepay this Security in whole (but not in
part) at the Special Event Prepayment Price.  "Special Event Prepayment Price"
shall mean, with respect to any prepayment of the Securities following a Special
Event, an amount in cash equal to 100% of the principal amount of the Securities
to be prepaid, plus any accrued and unpaid interest (including Compounded
Interest and Additional Sums, if any) and Liquidated Damages, if any, thereon to
the date of such prepayment.

     In addition, the Corporation shall have the right to prepay this Security,
in whole or in part, at any time on or after the Initial Optional Redemption
Date (an "Optional Prepayment"), at 100% of the principal amount of this
Security plus, in each case, accrued and unpaid interest thereon (including
Compounded Interest and Additional Sums, if any) and Liquidated Damages, if any,
thereon to the applicable date of prepayment (the "Optional Prepayment Price").

     The Prepayment Price shall be paid prior to 12:00 noon, New York City time,
on the date of such prepayment or at such earlier time as the Corporation
determines, provided that the Corporation shall deposit with the Debenture
            --------
Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York
City time, on the date such Prepayment Price is to be paid.  Any prepayment
pursuant to this paragraph will be made upon not less than 30 days nor more than
60 days' prior written notice.

     If the Securities are only partially prepaid by the Corporation pursuant to
an Optional Prepayment, the particular Securities to be prepaid shall be
selected on a pro rata basis from the outstanding Securities not previously
called for prepayment; provided, however, that with
                       --------  -------

                                       70
<PAGE>

respect to Securityholders that would be required to hold Securities with an
aggregate principal amount of less than $100,000 but more than an aggregate
principal amount of zero as a result of such pro rata prepayment, the
Corporation shall prepay Securities of each such Securityholder so that after
such prepayment such Securityholder shall hold Securities either with an
aggregate principal amount of at least $100,000 or such Securityholder no longer
holds any Securities and shall use such method (including, without limitation,
by lot) as the Corporation shall deem fair and appropriate; provided, further,
                                                            --------  -------
that any such proration may be made on the basis of the aggregate principal
amount of Securities held by each Securityholder thereof and may be made by
making such adjustments as the Corporation deems fair and appropriate in order
that only Securities in denominations of $1,000 or integral multiples thereof
shall be prepaid. In the event of prepayment of this Security in part only, a
new Security or Securities for the portion hereof that has not been prepaid will
be issued in the name of the holder hereof upon the cancellation hereof.

     Notwithstanding the foregoing, any prepayment of Securities by the
Corporation shall be subject to the receipt of any and all required regulatory
approvals.

     In case an Event of Default (as defined in the Indenture) shall have
occurred and be continuing, the principal of all of the Securities may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.

     The Indenture contains provisions permitting the Corporation and the
Debenture Trustee, with the consent of the holders of a majority in aggregate
principal amount of the Securities at the time outstanding (as defined in the
Indenture), to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of modifying in any manner the rights of the holders of the
Securities; provided, however, that no such supplemental indenture shall,
            --------  -------
without the consent of each holder of Securities then outstanding and affected
thereby, (i) change the Maturity Date of any Security, or reduce the rate or
extend the time of payment of interest thereon (subject to Article XVI of the
Indenture), or reduce the principal amount thereof, or change any of the
prepayment provisions or make the principal thereof or any interest thereon
payable in any coin or currency other than U.S. dollars, or impair or affect the
right of any holder of Securities to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Securities the holders of which are required
to consent to any such supplemental indenture.  The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Securities at the time outstanding affected thereby, on behalf of all of the
holders of the Securities, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in the payment of the
principal of or interest on any of the Securities or a default in respect of any
covenant or provision under which the Indenture cannot be modified or amended
without the consent of each holder of Securities then outstanding.  Any such
consent or waiver by the holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such holder and upon all
future holders and owners of this Security and of any Security issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to

                                       71
<PAGE>

pay the principal of and interest (including Compounded Interest and Additional
Sums, if any) and Liquidated Damages, if any, on this Security at the time and
place and at the rate and in the money herein prescribed.

     So long as no Event of Default shall have occurred and be continuing, the
Corporation shall have the right, at any time and from time to time during the
term of the Securities, to defer payments of interest by extending the interest
payment period (an "Extended Interest Payment Period") of such Securities for a
period not (i) exceeding 10 consecutive semi-annual periods, including the first
such semi-annual period during such extension period, (ii) extending beyond the
Maturity Date of the Securities or (iii) ending on a date other than an Interest
Payment Date, at the end of which period the Corporation shall pay all interest
then accrued and unpaid (together with interest thereon at the rate specified
for the Securities to the extent that payment of such interest is enforceable
under applicable law).  Before the termination of any such Extended Interest
Payment Period, the Corporation may further defer payments of interest by
further extending such Extended Interest Payment Period, provided that such
                                                         --------
Extended Interest Payment Period, together with all such previous and further
extensions within such Extended Interest Payment Period, (i) shall not exceed 10
consecutive semi-annual periods including the first semi-annual period during
such Extended Interest Payment Period, (ii) shall not end on any date other than
an Interest Payment Date, and (iii) shall not extend beyond the Maturity Date of
the Securities.  Upon the termination of any such Extended Interest Payment
Period and the payment of all accrued and unpaid interest and any additional
amounts then due, the Corporation may commence a new Extended Interest Payment
Period, subject to the foregoing requirements.  No interest shall be due and
payable during an Extended Interest Payment Period, except at the end thereof,
but the Corporation may prepay at any time all or any portion of the interest
accrued during an Extended Interest Payment Period.

     The Corporation has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Corporation's capital stock,
(ii) make any payment of principal of or premium, if any, or interest on or
repay, repurchase or redeem any debt securities of the Corporation (including
Other Debentures) that rank pari passu with or junior in right of payment to the
Securities or (iii) make any guarantee payments with respect to any guarantee by
the Corporation of the debt securities of any Subsidiary of the Corporation
(including Other Guarantees) if such guarantee ranks pari passu with or junior
in right of payment to the Securities (other than (a) dividends or distributions
in shares of, or options, warrants or rights to subscribe for or purchase shares
of, Common Stock), (b) any declaration of a dividend in connection with the
implementation of a stockholders' rights plan, or the issuance of stock under
any such plan in the future, or the redemption or repurchase of any such rights
pursuant thereto, (c) payments under the Capital Securities Guarantee, as
defined in the Indenture, (d) as a result of a reclassification of the
Corporation's capital stock or the exchange or conversion of one class or series
of the Corporation's capital stock for another class or series of the
Corporation's capital stock, (e) the purchase of fractional interests in shares
of the Corporation's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged
and (f) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Corporation's benefit or compensation plans for its
directors, officers or employees or any of the Corporation's dividend
reinvestment plans), if at such time (1) there shall have occurred any event of
which the Corporation has actual knowledge that (a) is a Default or an Event of
Default and (b) in respect of which the Corporation shall not have taken
reasonable steps to cure, (2) such Securities are held by the Property Trustee
of GBB Capital IV

                                       72
<PAGE>

and the Corporation shall be in default with respect to its payment of any
obligations under the Capital Securities Guarantee or (3) the Corporation shall
have given notice of its election to exercise its right to commence an Extended
Interest Payment Period and shall not have rescinded such notice, and such
Extended Interest Payment Period or any extension thereof shall have commenced
and be continuing.

     Subject to (i) the Corporation having received any required regulatory
approvals and (ii) the Administrative Trustees of GBB Capital IV having received
an opinion of counsel to the effect that such distribution will not cause the
holders of Capital Securities to recognize gain or loss for federal income tax
purposes, the Corporation will have the right at any time to liquidate the Trust
and, after satisfaction of liabilities of creditors of the Trust as required by
applicable law, to cause the Securities to be distributed to the holders of the
Trust Securities in liquidation of the Trust.

     The Securities are issuable only in registered form without coupons in
minimum denominations of $100,000 and multiples of $1,000 in excess thereof.  As
provided in the Indenture and subject to the transfer restrictions limitations
as may be contained herein and therein from time to time, this Security is
transferable by the holder hereof on the Security Register of the Corporation,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation in Wilmington, Delaware accompanied by a written
instrument or instruments of transfer in form satisfactory to the Corporation or
the Debenture Trustee duly executed by the holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Securities of
authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge will be
made for any such registration of transfer, but the Corporation may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in relation thereto.

     Prior to due presentment for registration of transfer of this Security, the
Corporation, the Debenture Trustee, any authenticating agent, any paying agent,
any transfer agent and the security registrar may deem and treat the holder
hereof as the absolute owner hereof (whether or not this Security shall be
overdue and notwithstanding any notice of ownership or writing hereon made by
anyone other than the security registrar for the Securities) for the purpose of
receiving payment of or on account of the principal hereof and (subject to the
Indenture) interest due hereon and for all other purposes, and neither the
Corporation nor the Debenture Trustee nor any authenticating agent nor any
paying agent nor any transfer agent nor any security registrar shall be affected
by any notice to the contrary.

     No recourse shall be had for the payment of the principal of or interest
(including Compounded Interest and Additional Sums, if any) or Liquidated
Damages, if any, on this Security, or for any claim based hereon, or otherwise
in respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, employee, officer or director, past, present or
future, as such, of the Corporation or of any predecessor or successor Person,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issuance
hereof, expressly waived and released.

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

                                       73
<PAGE>

     THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF.

                                       74