<PAGE>

                                                                    Exhibit 4(g)

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

                      GENERAL ELECTRIC CAPITAL CORPORATION

                                       AND

                            JPMORGAN CHASE BANK, N.A.
                                   AS TRUSTEE

                           SUBORDINATED DEBT INDENTURE

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

                            Dated as of ______, 2005

<PAGE>

                             CROSS REFERENCE SHEET(1)
                                     between

the provisions of Sections 310 through 318(a) of the Trust Indenture Act of
1939, as amended, and the Subordinated Debt Indenture:

<TABLE>
<CAPTION>
                                                                       Section of the Subordinated Debt
                            Section of Act                                         Indenture
                            --------------                                         ---------
<S>                                                                    <C>
310 (a) (1), (2) and (5)...........................................                      7.09
310 (a) (3) and (4)................................................            Not applicable
310 (b)............................................................             7.08 and 7.10
310 (c)............................................................            Not applicable
311 (a) and (b)....................................................                         *
311 (c)............................................................            Not applicable
312 (a)............................................................                      5.01
312 (b) and (c)....................................................                         *
313 (a)............................................................                      5.03
313 (b)  (1).......................................................            Not applicable
313 (b)  (2).......................................................                         *
313 (c)............................................................                         *
313 (d)............................................................                         *
314 (a)............................................................                      5.02
314 (b)............................................................            Not applicable
314 (c)  (1) and (2)...............................................                     15.05
314 (c)  (3).......................................................            Not applicable
314 (d)............................................................            Not applicable
314 (e)............................................................                     15.05
314 (f)............................................................            Not applicable
315 (a), (c) and (d)...............................................                      7.01
315 (b)............................................................                      6.08
315 (e)............................................................                      6.09
316 (a)  (1).......................................................             6.01 and 6.07
316 (a)  (2).......................................................                   Omitted
316 (a) last sentence..............................................                      8.04
316 (b)............................................................                      6.04
316 (e)............................................................                         *
317 (a)............................................................                      6.02
317 (b)............................................................                      4.04(a)
3.18 (a)...........................................................                     15.08
</TABLE>

----------
      (1) This cross reference sheet is not part of the Subordinated Debt
Indenture.

      *Automatically included under Section 318(c) of the Trust Indenture Act of
1939, as amended.
<PAGE>

                               TABLE OF CONTENTS(2)

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                         <C>

                                              ARTICLE ONE

                                              DEFINITIONS

Section 1.01.      Definitions..........................................................................     1

                                              ARTICLE TWO

                    DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

Section 2.01.      Forms................................................................................      8
Section 2.02.      Amount Unlimited; Issuable in Series and Tranches....................................      8
Section 2.03.      Authentication.......................................................................     11
Section 2.04.      Date and Denomination of Securities..................................................     13
Section 2.05.      Execution of Securities..............................................................     14
Section 2.06.      Exchange and Registration of Transfer of Securities..................................     15
Section 2.07.      Mutilated, Destroyed, Lost or Stolen Securities......................................     18
Section 2.08.      Temporary Securities.................................................................     19
Section 2.09.      Cancellation of Securities Paid, etc.................................................     20
Section 2.10.      Computation of Interest..............................................................     20
Section 2.11.      Reopening of Tranches................................................................     20

                                             ARTICLE THREE

             REDEMPTION OF SECURITIES; SINKING FUNDS; REPAYMENT AT THE OPTION OF THE HOLDER

Section 3.01.      Applicability of Article.............................................................     20
Section 3.02.      Notice of Redemption; Selection of Securities........................................     20
Section 3.03.      Payment of Securities Called for Redemption..........................................     22
Section 3.04.      Satisfaction of Mandatory Sinking Fund Payments with Securities......................     22
Section 3.05.      Redemption of Securities for Sinking Fund............................................     23
Section 3.06.      Repayment at the Option of the Holder................................................     24

                                              ARTICLE FOUR

                                  PARTICULAR COVENANTS OF THE COMPANY

Section 4.01.      Payment of Principal, Premium and Interest...........................................     24
Section 4.02.      Offices for Notices and Payments, etc................................................     25
</TABLE>

-----------------------
     (2) This table of contents shall not, for any purpose, be deemed to be part
of the Subordinated Debt Indenture

<PAGE>

<TABLE>
<S>                                                                                                          <C>
Section 4.03.      Appointments to Fill Vacancies in Trustee's Office...................................     26
Section 4.04.      Provision as to Paying Agent.........................................................     26
Section 4.05.      Statement as to Compliance...........................................................     27

                                              ARTICLE FIVE

                    SECURITYHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 5.01.      Securityholder Lists.................................................................     28
Section 5.02.      Reports by the Company...............................................................     28
Section 5.03.      Reports by the Trustee...............................................................     28

                                              ARTICLE SIX

                     REMEDIES OF THE TRUSTEE AND SECURITYHOLDER ON EVENT OF DEFAULT

Section 6.01.      Events of Default....................................................................     28
Section 6.02.      Payment of Securities on Default; Suit Therefor......................................     31
Section 6.03.      Application of Moneys Collected by Trustee...........................................     33
Section 6.04.      Proceedings by Securityholders.......................................................     34
Section 6.05.      Proceedings by Trustee...............................................................     34
Section 6.06.      Remedies Cumulative and Continuing...................................................     35
Section 6.07.      Direction of Proceedings and Waiver of Defaults by Securityholders...................     35
Section 6.08.      Notice of Defaults...................................................................     36
Section 6.09.      Undertaking to Pay Costs.............................................................     36

                                             ARTICLE SEVEN

                                         CONCERNING THE TRUSTEE

Section 7.01.      Duties and Responsibilities of Trustee...............................................     36
Section 7.02.      Reliance on Documents, Opinions, etc.................................................     38
Section 7.03.      No Responsibility for Recitals, etc..................................................     39
Section 7.04.      Ownership of Securities..............................................................     39
Section 7.05.      Moneys to be Held in Trust...........................................................     39
Section 7.06.      Compensation and Expenses of Trustee.................................................     39
Section 7.07.      Officers' Certificate as Evidence....................................................     40
Section 7.08.      Indentures Not Creating Potential Conflicting Interests for the Trustee..............     40
Section 7.09.      Eligibility of Trustee...............................................................     40
Section 7.10.      Resignation or Removal of Trustee....................................................     40
Section 7.11.      Acceptance by Successor Trustee......................................................     42
Section 7.12.      Succession by Merger, etc............................................................     43
Section 7.13.      Appointment of Authenticating Agent..................................................     43
</TABLE>

                                       ii
<PAGE>


<TABLE>
<S>                                                                                                          <C>
                                             ARTICLE EIGHT

                                     CONCERNING THE SECURITYHOLDERS

Section 8.01.      Action by Securityholders............................................................     45
Section 8.02.      Proof of Execution by Securityholders................................................     45
Section 8.03.      Who are Deemed Absolute Owners.......................................................     46
Section 8.04.      Company-Owned Securities Disregarded.................................................     47
Section 8.05.      Revocation of Consents; Future Holders Bound.........................................     47

                                              ARTICLE NINE

                                       SECURITYHOLDERS' MEETINGS

Section 9.01.      Purposes of Meetings.................................................................     47
Section 9.02.      Call of Meeting by Trustee...........................................................     48
Section 9.03.      Call of Meeting by Company or Securityholders........................................     48
Section 9.04.      Qualifications for Voting............................................................     48
Section 9.05.      Quorum; Adjourned Meetings...........................................................     49
Section 9.06.      Regulations..........................................................................     49
Section 9.07.      Voting...............................................................................     50
Section 9.08.      No Delay of Rights by Meeting........................................................     50

                                              ARTICLE TEN

                                        SUPPLEMENTAL INDENTURES

Section 10.01.     Supplemental Indentures without Consent of Securityholders...........................     51
Section 10.02.     Supplemental Indentures with Consent of Securityholders..............................     52
Section 10.03.     Compliance with Trust Indenture Act; Effect of Supplemental Indentures...............     53
Section 10.04.     Notation on Securities...............................................................     53
Section 10.05.     Evidence of Compliance of Supplemental Indenture to be Furnished Trustee.............     53

                                             ARTICLE ELEVEN

                               CONSOLIDATION, MERGER, SALE OR CONVEYANCE

Section 11.01.     Company May Not Consolidate, etc., Except Under Certain Conditions...................     54
Section 11.02.     Successor Corporation to be Substituted..............................................     54
Section 11.03.     Documents to be Given Trustee........................................................     55

                                             ARTICLE TWELVE

                                SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01.     Discharge of Indenture...............................................................     55
Section 12.02.     Deposited Moneys to be Held in Trust by Trustee......................................     55
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                          <C>
Section 12.03.     Paying Agent to Repay Moneys Held....................................................     56
Section 12.04.     Return of Unclaimed Moneys...........................................................     56

                                            ARTICLE THIRTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01.     Indenture and Securities Solely Corporate Obligations................................     56

                                            ARTICLE FOURTEEN

                                             SUBORDINATION

Section 14.01.     Agreement To Subordinate.............................................................     56
Section 14.02.     Liquidation, Dissolution, Bankruptcy.................................................     57
Section 14.03.     Default on Senior Indebtedness.......................................................     57
Section 14.04.     When Distributions Must Be Paid Over.................................................     57
Section 14.05.     Subrogation..........................................................................     57
Section 14.06.     Relative Rights......................................................................     57
Section 14.07.     Subordination May Not Be Impaired by Company.........................................     58
Section 14.08.     Rights of Trustee and Paying Agent...................................................     58
Section 14.09.     Distribution or Notice to Representative.............................................     58
Section 14.10.     Article Fourteen Not To Prevent Events of Default or Limit Right To Accelerate.......     58
Section 14.11.     Trust Moneys Not Subordinated........................................................     58
Section 14.12.     Trustee Entitled to Rely.............................................................     59
Section 14.13.     Trustee To Effectuate Subordination..................................................     59
Section 14.14.     Trustee Not Fiduciary for Holders of Senior Indebtedness.............................     59
Section 14.15.     Reliance by Holders of Senior Indebtedness on Subordination Provisions...............     59

                                            ARTICLE FIFTEEN

                                        MISCELLANEOUS PROVISIONS

Section 15.01.     Provisions Binding on Company's Successors...........................................     60
Section 15.02.     Official Acts by Successor Corporation...............................................     60
Section 15.03.     Addresses for Notices, etc...........................................................     60
Section 15.04.     New York Contract....................................................................     60
Section 15.05.     Evidence of Compliance with Conditions Precedent.....................................     60
Section 15.06.     Legal Holidays.......................................................................     61
Section 15.07.     Securities in a Specified Currency Other Than Dollars................................     61
Section 15.08.     Trust Indenture Act to Control.......................................................     61
Section 15.09.     Table of Contents, Headings, etc.....................................................     62
Section 15.10.     Execution in Counterparts............................................................     62
Section 15.11.     Separability.........................................................................     62
</TABLE>

                                       iv
<PAGE>

            THIS SUBORDINATED DEBT INDENTURE, dated as of [_______], 2005,
between GENERAL ELECTRIC CAPITAL CORPORATION, a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), and JPMORGAN
CHASE BANK, N.A., a national banking association, as trustee (the "Trustee").

                             RECITALS OF THE COMPANY

      WHEREAS, the Company has duly authorized the issue from time to time of
its subordinated debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Subordinated Debt Indenture and to provide, among other things, for the
authentication, delivery and administration of the Securities, the Company has
duly authorized the execution and delivery of this Subordinated Debt Indenture;
and

      WHEREAS, all things necessary to make this Subordinated Debt Indenture a
valid indenture and agreement according to its terms have been done;

      NOW, THEREFORE:

      In consideration of the premises and the purchases of the Securities by
the holders thereof, the Company and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective holders from time to time
of the Securities or of any and all series thereof and of the coupons, if any,
appertaining thereto as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

            Section 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Subordinated Debt Indenture shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Subordinated Debt Indenture which are defined in the Trust Indenture Act of
1939, as amended, or which are by reference therein defined in the Securities
Act of 1933, as amended (except as herein otherwise expressly provided or unless
the context otherwise requires) shall 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 Subordinated Debt Indenture as originally executed. The words "herein",
"hereof" and "hereunder", and other words of similar import refer to this
Subordinated Debt Indenture as a whole and not to any particular Article,
Section or other subdivision.

Authenticating Agent:

            The term "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 7.13 to act on behalf of the Trustee to authenticate
Securities.

<PAGE>

Authorized Newspaper:

            The term "Authorized Newspaper" shall mean a newspaper (which, in
the case of The City of New York, will, if practicable, be The Wall Street
Journal (Eastern edition), in the case of the United Kingdom, will, if
practicable, be The Financial Times (London edition) and, in the case of
Luxembourg, will, if practicable, be The Luxemburger Wort) published in an
official language of the country of publication customarily published at least
once a day for at least five days in each calendar week and of general
circulation in The City of New York, the United Kingdom or in Luxembourg, as
applicable. If it shall be impractical to make any publication of any notice
required hereby in an Authorized Newspaper, any publication or other notice in
lieu thereof which is made or given by the Trustee after consulting with the
Company shall constitute a sufficient publication of such notice.

Board of Directors:

            The term "Board of Directors" shall mean the Board of Directors of
the Company or any Committee of such Board to which the relevant powers of such
Board have been lawfully delegated.

Business Day:

            The term "Business Day" shall mean, unless otherwise specified with
respect to a particular Tranche of Notes, any day other than a Saturday or
Sunday or any other day on which banking institutions are generally authorized
or obligated by law or regulation to close in The City of New York or (i) with
respect to any floating rate notes where interest is determined with respect to
LIBOR, in London, England, (ii) with respect to Notes denominated in a Specified
Currency other than U.S. dollars, Australian dollars or Euros, in the principal
financial center of the country of the Specified Currency, (iii) with respect to
Notes denominated in Australian dollars, in Sydney or (iv) with respect to Notes
denominated in Euros, a day on which the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET) System is not open.

Common Depositary:

            The term "Common Depositary" means a common depositary of Securities
on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System and
Clearstream Banking, societe anonyme, each in its capacity as Depositary, and
shall initially be JPMorgan Chase Bank, N.A.

Company:

            The term "Company" shall mean General Electric Capital Corporation,
a Delaware corporation, until any successor corporation shall have become such
pursuant to the provisions of Article Eleven, and thereafter "Company" shall
mean such successor, except as otherwise provided in Section 11.02.

                                       2
<PAGE>

Coupon:

            The term "Coupon" shall mean any interest coupon appertaining to a
Security.

currency:

            The term "currency" shall mean Dollars or any Specified Currency.

Depositary:

            The term "Depositary" shall mean, with respect to the Securities of
any series or Tranche issuable or issued in the form of one or more Registered
Global Securities, the Person designated as Depositary by the Company pursuant
to Section 2.02 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Subordinated Debt Indenture, and thereafter
"Depositary" shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, "Depositary"
as used with respect to the Securities of any such series or Tranche shall mean
the Depositary with respect to such Registered Global Security or Securities.

Dollar:

            The term "Dollar" shall mean the coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts.

Event of Default:

            The term "Event of Default" shall have the meaning specified in
Section 6.01.

Global Series Note:

            The term "Global Series Note" shall mean any Outstanding Global
Medium-Term Note for a series as may hereafter be established by or pursuant to
a supplemental indenture or a resolution of the Board of Directors. The Global
Series Notes may be issued in one or more Tranches, pursuant to the provisions
of Section 2.02.

Indebtedness:

            The term "Indebtedness" of any corporation shall mean all
indebtedness representing money borrowed which is created, assumed, incurred or
guaranteed in any manner by such corporation or for which such corporation is
otherwise responsible or liable (whether by agreement to purchase indebtedness
of, or to supply funds to or invest in, others).

interest:

            The term "interest", when used with respect to a non-interest
bearing Security, means interest payable after the principal thereof has become
due and payable, whether at maturity, by declaration of acceleration, by call
for redemption, pursuant to a sinking fund or otherwise.

                                       3
<PAGE>

Officers' Certificate:

            The term "Officers' Certificate" shall mean a certificate signed by
any President, the Chairman or any Vice Chairman of the Board or any Vice
President and by the Senior Vice President-Corporate Treasury and Global Funding
Operation or any Assistant Treasurer, the Controller or the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee. Each such
certificate shall comply with Section 314 of the Trust Indenture Act of 1939 and
include the statements provided for in Section 15.05 if and to the extent
required by the provisions of such Section.

Opinion of Counsel:

            The term "Opinion of Counsel" shall mean an opinion in writing
signed by legal counsel, who may be an employee of or of counsel to the Company,
or may be other counsel. Each such opinion shall comply with Section 314 of the
Trust Indenture Act of 1939 and include the statements provided for in Section
15.05 if and to the extent required by the provisions of such Section.

Original Issue Discount Security:

            The term "Original Issue Discount Security" shall mean any Security
which at any time provides for an amount less than the principal amount thereof
to be due and payable upon redemption or a declaration of acceleration of the
maturity thereof pursuant to Section 6.01.

Overdue Rate:

            The term "Overdue Rate" with respect to each Tranche of Securities
shall mean the rate designated as such in or pursuant to the resolution of the
Board of Directors or the supplemental indenture, as the case may be, relating
to such Tranche as contemplated by Section 2.02.

Person:

            The term "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

Principal Office of the Trustee:

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

Registered Global Security:

            The term "Registered Global Security" shall mean a Security
evidencing all or a part of a Tranche of Securities, issued to the Depositary
for such Tranche in accordance with Section 2.03 and bearing the legend
prescribed in Section 2.03.

                                       4
<PAGE>

Registered Security:

            The term "Registered Security" shall mean any Security registered on
the Security register of the Company.

Representative:

            The term "Representative" shall mean any trustee, agent or
representative (if any) for an issue of Senior Indebtedness.

Responsible Officer:

            The term "Responsible Officer", when used with respect to the
Trustee, shall mean any Vice President, any Assistant Vice President, any
Assistant Treasurer, any Trust Officer, any Assistant Trust Officer, or any
other officer or assistant officer of the Trustee customarily performing
functions similar to those performed by the Persons who at the time shall be
such officers, respectively, or to whom any corporate trust matter is referred
because of his knowledge of and familiarity with the particular subject.

Securities; Outstanding:

            The terms "Securities" shall mean any of the securities, as defined
in the first paragraph of the recitals hereof, that are authenticated and
delivered under this Subordinated Debt Indenture.

            The term "Outstanding", when used with reference to Securities,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee under this
Subordinated Debt Indenture, except:

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

            (b) Securities, or portions thereof, for the payment or redemption
      of which moneys in the necessary amount shall have been deposited in trust
      with the Trustee or with any paying agent (other than the Company) or
      shall have been set aside and segregated in trust by the Company (if the
      Company shall act as its own paying agent), provided that if such
      Securities are to be redeemed prior to the maturity thereof, notice of
      such redemption shall have been mailed as in Article Three provided, or
      provision satisfactory to the Trustee shall have been made for mailing
      such notice; and

            (c) Securities in lieu of or in substitution for which other
      Securities shall have been authenticated and delivered, or which shall
      have been paid, pursuant to the terms of Section 2.07, unless proof
      satisfactory to the Trustee is presented that any such Securities are held
      by Persons in whose hands any of such Securities is a valid, binding and
      legal obligation of the Company.

In determining whether the holders of the requisite principal amount of
Outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder,

                                       5
<PAGE>

the principal amount of an Original Issue Discount Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a
declaration of acceleration of the maturity thereof pursuant to Section 6.01.

Security register:

            The term "Security register" shall have the meaning specified in
Section 2.06.

Security registrar:

            The term "Security registrar" shall have the meaning specified in
Section 2.06.

Securityholder:

            The term "Securityholder", "holder of Securities", or other similar
terms, shall mean, (a) with respect to any Registered Security, the Person in
whose name at the time such Registered Security is registered on the books of
the Company kept for that purpose in accordance with the terms hereof or (b)
with respect to any Unregistered Security, the bearer thereof.

Senior Indebtedness:

            The term "Senior Indebtedness" shall mean (i) the principal of,
premium, if any, and interest on, all the Company's indebtedness for money
borrowed, other than the Securities, whether outstanding on the date of
execution of this Subordinated Debt Indenture or thereafter created, assumed or
incurred, and any deferrals, renewals or extensions thereof; (ii) obligations of
the Company arising from any guaranty, letter of credit or similar credit
enhancement; and (iii) obligations of the company associated with derivative
products such as interest rate and foreign exchange rate swaps, forward sales of
interests in commodities, and similar arrangements, provided, however, that
Senior Indebtedness shall not include (1) any liability for Federal, state,
local or other taxes owed or owing by the Company, (2) any accounts payable or
other liability to trade creditors (other than those obligations referenced in
items (ii) and (iii), above) arising in the ordinary course of business
(including instruments evidencing such liabilities), (3) any indebtedness,
guarantee or obligation of the Company which is expressly subordinate or junior
in right of payment in any respect to any other indebtedness, guarantee or
obligation of the Company, or (4) any obligations with respect to any capital
stock. The term "indebtedness for money borrowed" as used herein shall include,
without limitation, any obligation of the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments, and any deferred obligation for the payment of the purchase price
of property or assets.

Specified Currency:

            The term "Specified Currency" shall mean the currency in which a
Security is denominated, which may include Dollars, any foreign currency or any
composite of two or more currencies.

                                       6
<PAGE>

Stated Maturity:

            The term "Stated Maturity", when used with respect to any Senior
Indebtedness or any installment of principal thereof or interest thereon, shall
mean the date specified in the instrument evidencing such Senior Indebtedness as
the fixed date on which the principal of such Senior Indebtedness or such
installment of principal or interest is due and payable.

Subordinated Debt Indenture:

            The term "Subordinated Debt Indenture" shall mean this instrument as
originally executed or as it may be amended or supplemented from time to time as
herein provided, and shall include the form and terms of particular Tranches of
Securities established as contemplated hereunder.

Subsidiary:

            The term "Subsidiary" shall mean (i) any corporation of which the
Company directly or indirectly owns or controls at that time at least a majority
of the outstanding stock having under ordinary circumstances (not dependent upon
the happening of a contingency) voting power to elect a majority of the board of
directors of such corporation or (ii) any other Person (other than a
corporation) in which the Company directly or indirectly has at least a majority
ownership interest and power to direct the policies, management and affairs
thereto.

Tranche:

            The term "Tranche" shall mean all Securities of the same series
having identical terms but for authentication date and public offering price.

Trust Indenture Act of 1939:

            The term "Trust Indenture Act of 1939" shall mean the Trust
Indenture Act of 1939 as it was in force at the date of execution of this
Subordinated Debt Indenture, except as provided in Section 10.03.

Trustee:

            The term "Trustee" shall mean the corporation or association named
as Trustee in this Subordinated Debt Indenture and, subject to the provisions of
Article Seven, shall also include its successors and assigns as Trustee
hereunder. If pursuant to the provisions of this Subordinated Debt Indenture
there shall be at any time more than one Trustee hereunder, the term "Trustee"
as used with respect to Securities of any Tranche shall mean the Trustee with
respect to Securities of such Tranche.

Unregistered Security:

            The term "Unregistered Security" shall mean any Security other than
a Registered Security.

                                       7
<PAGE>

                                  ARTICLE TWO

         DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES

            Section 2.01. Forms. The Securities and the Coupons, if any,
appertaining thereto shall be in substantially such form as shall be established
by or pursuant to a resolution of the Board of Directors or in one or more
indentures supplemental hereto, in each case with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Subordinated Debt Indenture, and may have such legends or endorsements
placed thereon as the officers executing the same may approve (execution thereof
to be conclusive evidence of such approval) and as are not inconsistent with the
provisions of this Subordinated Debt Indenture, or as may be required to comply
with any law or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which such Securities may be listed,
or to conform to usage.

            The Trustee's Certificate of Authentication on all Securities shall
be in substantially the following form, and shall be executed on behalf of the
Trustee by its authorized officer or agent:

            This is one of the Securities of the Tranche designated therein
      described in the within-mentioned Subordinated Debt Indenture.

                        _________________________________,
                                   as Trustee

                        By:______________________________

            Section 2.02. Amount Unlimited; Issuable in Series and Tranches. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Subordinated Debt Indenture is unlimited.

            The Securities may be issued in one or more series, each of which
may consist of one or more Tranches. There shall be established in or pursuant
to a resolution of the Board of Directors or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
Tranche,

            (1) the title of the series to which such Tranche belongs (which
      shall distinguish the Securities of such series from all other
      Securities);

            (2) any limit upon the aggregate principal amount of the Securities
      of such series or Tranche which may be authenticated and delivered under
      this Subordinated Debt Indenture (except for Securities authenticated and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of, other Securities of the Tranche pursuant to Section 2.06, 2.07, 2.08,
      3.03, 3.06 or 10.04);

                                       8
<PAGE>

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

            (4) the rate or rates, or the method of determination thereof, at
      which the Securities of the Tranche shall bear interest, if any, the date
      or dates from which such interest shall accrue, the interest payment dates
      on which such interest shall be payable and, in the case of Registered
      Securities, if other than as set forth in Section 2.04, the record dates
      for the determination of holders to whom interest is payable;

            (5) the terms of the subordination of the Securities of the Tranche
      and any other provisions relevant to such subordination, if different from
      the terms of subordination and other provisions relevant to such
      subordination set forth herein;

            (6) the place or places where the principal of, and premium, if any,
      and any interest on Securities of the Tranche shall be payable;

            (7) the Specified Currency of the Securities of the Tranche;

            (8) the currency or currencies in which payments on the Securities
      of the Tranche are payable, if other than the Specified Currency;

            (9) the price or prices at which, the period or periods within which
      and the terms and conditions upon which Securities of the Tranche may be
      redeemed, in whole or in part, at the option of the Company, pursuant to
      any sinking fund or otherwise;

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

            (11) the denominations in which Securities of the Tranche shall be
      issuable, if other than as provided in Section 2.04;

            (12) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the Tranche which shall be payable upon
      declaration of acceleration of the maturity thereof pursuant to Section
      6.01;

            (13) if other than the Specified Currency, the coin or currency in
      which payment of the principal of or interest on the Securities of the
      Tranche shall be payable;

            (14) if the principal of or interest on the Securities of the
      Tranche are to be payable, at the election of the Company or a holder
      thereof, in a coin or currency other than the Specified Currency, the
      period or periods within which, and the terms and conditions upon which,
      such election may be made;

                                       9
<PAGE>

            (15) if the amount of payments of principal of and interest on the
      Securities of the Tranche may be determined with reference to an index
      based on a coin or currency other than the Specified Currency, the manner
      in which such amounts shall be determined;

            (16) whether the Securities of the Tranche will be issuable as
      Registered Securities (and, if so, whether such Securities will be
      issuable as Registered Global Securities) or Unregistered Securities (with
      or without Coupons), or any combination of the foregoing, any restriction
      applicable to the offer, sale or delivery of Unregistered Securities or
      the payment of interest thereon and, if other than as provided in Section
      2.06, the terms upon which Unregistered Securities of any Tranche may be
      exchanged for Registered Securities of such Tranche and vice versa;

            (17) whether and under what circumstances the Company will pay
      additional amounts on the Securities of the Tranche held by a Person who
      is not a U.S. Person in respect of any tax, assessment, or governmental
      charge withheld or deducted and, if so, whether the Company will have the
      option to redeem such Securities rather than pay such additional amounts;

            (18) if the Securities of such Tranche are to be issuable in
      definitive form (whether upon original issue or upon exchange of a
      temporary Security of such Tranche) only upon receipt of certain
      certificates or other documents or satisfaction of other conditions, the
      form and terms of such certificates, documents or conditions, if other
      than as provided for by the form of such Securities established pursuant
      to Section 2.01;

            (19) any deletions or modifications of or additions to the Events of
      Default set forth in Section 6.01 or covenants of the Company set forth in
      Article Four or Article Eleven pertaining to the Securities of the
      Tranche;

            (20) if other than the rate of interest stated in the title of the
      Securities of the Tranche, the applicable Overdue Rate;

            (21) in the case of any Tranche of non-interest bearing Securities,
      the applicable dates for purposes of clause (a) of Section 5.01;

            (22) any trustees, depositaries, authenticating or paying agents,
      transfer agents or registrars or any other agents with respect to such
      Tranche;

            (23) the exchanges, if any, on which the Securities of the Tranche
      may be listed; and

            (24) any other terms of the Tranche (which terms shall not be
      inconsistent with the provisions of this Subordinated Debt Indenture).

            All Securities of any one Tranche and Coupons, if any, appertaining
thereto, shall be substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to such resolution of the Board of
Directors or in any indenture supplemental hereto.

                                       10
<PAGE>

            Section 2.03. Authentication. At any time and from time to time
after the execution and delivery of this Subordinated Debt Indenture, the
Company may deliver Securities of any Tranche having attached thereto
appropriate Coupons, if any, executed by the Company to the Trustee or its agent
for authentication. Except as otherwise provided in this Article Two, the
Trustee shall thereupon authenticate and deliver, or cause to be authenticated
and delivered, said Securities to or for the account of the Company, upon the
written order of the Company, signed by its Chief Executive Officer, any
President, Chairman or any Vice Chairman of the Board or one of its Vice
Presidents (including Executive and Senior Vice Presidents) and by its Senior
Vice President-Corporate Treasury and Global Funding Operation or its
Controller, or pursuant to such procedures acceptable to the Trustee and to such
recipients as may be specified from time to time in such written order. If
provided for in such procedures, such written order may authorize authentication
and delivery pursuant to electronic instructions from the Company or its duly
authorized agent or agents. In authenticating or causing the authentication of
such Securities and accepting the additional responsibilities under this
Subordinated Debt Indenture in relation to such Securities, the Trustee shall be
entitled to receive and (subject to Sections 7.01 and 7.02) shall be fully
protected in relying upon:

            (1) a copy of any resolution or resolutions of the Board of
      Directors relating thereto and, if applicable, an appropriate record of
      any action taken pursuant to such resolution, in each case certified by
      the Secretary or an Assistant Secretary of the Company;

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

            (3) an Officers' Certificate prepared in accordance with Section
      15.05 which shall also state to the best knowledge of the signers of such
      Certificate that no Event of Default with respect to any Tranche of
      Securities shall have occurred and be continuing; and

            (4) an Opinion of Counsel prepared in accordance with Section 15.05
      which shall also state:

                  (a) that the forms of such Securities and Coupons, if any,
            have been established by or pursuant to a resolution of the Board of
            Directors or by a supplemental indenture as permitted by Section
            2.01 in conformity with the provisions of this Subordinated Debt
            Indenture;

                  (b) that the terms of such Securities have been established by
            or pursuant to a resolution of the Board of Directors or by a
            supplemental indenture as permitted by Section 2.02 in conformity
            with the provisions of this Subordinated Debt Indenture; provided,
            that, in connection with the authentication of Securities of a
            series that are part of a medium-term note program, such Opinion of
            Counsel may, in the alternative, state that certain terms of the
            Securities have been established by or pursuant to a resolution of
            the Board of Directors or by a supplemental indenture as permitted
            by Section 2.02 in conformity with the provisions of this
            Subordinated Debt Indenture, and when such other terms as are to be
            established pursuant to procedures set forth in the

                                       11
<PAGE>

            written order relating to Securities of such series shall have been
            so established, all such terms will have been duly established in
            conformity with the provisions of this Subordinated Debt Indenture;

                  (c) that such Securities and Coupons, if any, when
            authenticated (in the case of the Securities) and delivered by or at
            the direction of the Trustee and issued by the Company in the manner
            and subject to any conditions specified in such Opinion of Counsel,
            will constitute legal, valid and binding obligations of the Company,
            enforceable in accordance with their terms, subject to bankruptcy,
            insolvency, reorganization and other laws of general applicability
            relating to or affecting the enforcement of creditors' rights and to
            general equity principles;

                  (d) that the Company has the corporate power to issue such
            Securities and Coupons, if any, and has duly taken all necessary
            corporate action with respect to such issuance;

                  (e) that the issuance of such Securities and Coupons, if any,
            will not contravene the certificate of incorporation or by-laws of
            the Company or result in any violation of any of the terms or
            provisions of any law or regulation or of any indenture, mortgage or
            other agreement known to such Counsel by which the Company or any of
            its Subsidiaries is bound; and

                  (f) that all laws and requirements in respect of the execution
            and delivery by the Company of such Securities and Coupons, if any,
            and the related supplemental indenture, if any, have been complied
            with and that authentication and delivery of such Securities and
            Coupons, if any, and the execution and delivery of the related
            supplemental indenture, if any, by the Trustee will not violate the
            terms of this Subordinated Debt Indenture;

provided, that, in connection with the authentication of Securities of a series
that are part of a medium-term note program, the Trustee shall be entitled to
receive the documents referred to in clauses (1), (2), (3) and (4) above only at
or before the time of the first request of the Company to the Trustee to
authenticate Securities of such series and the Trustee shall be protected in
relying on such documents in authenticating Securities of such series until such
documents are superceded or revoked.

            The Trustee shall have the right to decline to authenticate and
deliver or cause to be authenticated and delivered any Securities under this
Section 2.03 if the Trustee, being advised by counsel, determines that such
action may not lawfully be taken or if the Trustee in good faith by action of
its board of directors or trustees, executive committee, or a trust committee of
directors or trustees and Responsible Officers shall determine that such action
would expose the Trustee to personal liability to existing Security holders.

            If the Company shall establish pursuant to Section 2.02 that the
Securities of a Tranche are to be issued in the form of one or more Registered
Global Securities, then the Company shall execute and the Trustee shall, in
accordance with this Section 2.03 and the Company order with respect to such
Tranche, authenticate and deliver one or more Registered

                                       12
<PAGE>

Global Securities in temporary or permanent form that (i) shall represent and
shall be denominated in an amount equal to the aggregate principal amount of all
of the Securities of such Tranche to be represented by one or more Registered
Global Securities, (ii) shall be registered in the name of the Depositary and/or
the Common Depositary for such Registered Global Security or Securities or the
nominee of such Depositary or Common Depositary, (iii) shall be delivered by the
Trustee to such Depositary or Common Depositary or pursuant to such Depositary's
or Common Depositary's instruction and (iv) shall bear a legend substantially to
the following effect. "Unless and until it is exchanged in whole or in part for
Securities in definitive registered form, this Security may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary" or "Unless and until it is exchanged in whole or
in part for Securities in definitive registered form, this Registered Global
Security may not be transferred except as a whole by the Common Depositary to a
nominee of the Common Depositary or by a nominee of the Common Depositary to the
Common Depositary or another nominee of the Common Depositary or by the Common
Depositary or any such nominee to a successor Common Depositary or a nominee of
such successor Common Depositary."

            No holder of a beneficial interest in any Registered Global Security
held on its behalf by a Depositary shall have any rights under this Subordinated
Debt Indenture with respect to such Registered Global Security, and such
Depositary, or the Common Depositary, as applicable, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the owner of
such Registered Global Security for all purposes whatsoever. None of the
Company, the Trustee or any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Registered
Global Security or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests. Notwithstanding the foregoing, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
holder of any Security.

            Each Depositary designated pursuant to Section 2.02 must, at the
time of its designation and at all times while it serves as Depositary
hereunder, be a clearing agency registered under the United States Securities
Exchange Act of 1934, as amended, or any other applicable statute or regulation.

            Section 2.04. Date and Denomination of Securities. The Securities of
each Tranche shall be issuable as Registered Securities or Unregistered
Securities in such denominations as shall be specified as contemplated by
Section 2.02. In the absence of any such specification (a) with respect to
Registered Securities, such Securities shall be issuable in denominations of
100,000 units of the Specified Currency and integral multiples of 1,000 units of
the Specified Currency in excess thereof; and (b) with respect to Unregistered
Securities, such Securities shall be issuable in denominations of not less than
1,000 units of the Specified Currency and in such other denominations in excess
thereof as may be provided in or pursuant to a supplemental indenture or
resolution of the Board of Directors in accordance with Section 2.02.

                                       13
<PAGE>

Securities of each Tranche shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Company executing the same may determined with the approval of the Trustee.

            Every Registered Security shall be dated the date of its
authentication. Every Unregistered Security shall be dated as provided in the
resolution of the Board of Directors or the supplemental indenture referred to
in Section 2.02; provided, however, that Unregistered Securities which are part
of the same Tranche as a prior issue of Notes shall be dated the original issue
date of such prior issue of Notes.

            The Person in whose name any Registered Security of a particular
Tranche is registered at the close of business on any record date (as
hereinafter defined) with respect to any interest payment date for such Tranche
shall be entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such Registered Security upon any
registration of transfer or exchange subsequent to the record date and prior to
such interest payment date; provided, however, that if and to the extent that
the Company shall default in the payment of interest on such interest payment
date, such defaulted interest shall be paid to the Persons in whose names
Outstanding Registered Securities of such Tranche are registered on a subsequent
record date established by notice given by mail by or on behalf of the Company
to the holders of such Registered Securities not less than 15 days preceding
such subsequent record date, such record date to be not less than five days
preceding the date of payment of such defaulted interest. Except as otherwise
specified as contemplated by Section 2.02 for Registered Securities of a
particular Tranche, the term "record date" as used in this Section 2.04 with
respect to any regular interest payment date shall mean the last day of the
calendar month preceding such interest payment date if such interest payment
date is the fifteenth day of the calendar month, and shall mean the fifteenth
day of the calendar month preceding such interest payment date if such interest
payment date is the first day of a calendar month, whether or not such day shall
be a Business Day.

            Section 2.05. Execution of Securities. The Securities and, if
applicable, the Coupons appertaining thereto, shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of any of its
Presidents, its Chairman of the Board, its Vice Chairman and Chief Financial
Officer, or its Senior Vice President-Corporate Treasury and Global Funding
Operation, under its corporate seal (which may be printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise) attested by the Secretary or any
Assistant Secretary of the Company. Only such Securities as shall bear thereon a
certificate of authentication substantially in the form herein recited, executed
by the Trustee, shall be entitled to the benefits of this Subordinated Debt
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by the Company shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Subordinated
Debt Indenture.

            In case any officer of the Company who shall have signed any of the
Securities or Coupons, if any, shall cease to be such officer before the
Securities or Coupons so signed (or the Securities to which the Coupons so
signed appertain) shall have been authenticated and delivered by the Trustee, or
disposed of by the Company, such Securities or Coupons nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such
Securities or

                                       14
<PAGE>

Coupons had not ceased to be such officer of the Company; and any Security or
Coupon may be signed on behalf of the Company by such Persons as, at the actual
date of such Security or Coupon, shall be the proper officers of the Company,
although at the date of the execution of this Subordinated Debt Indenture any
such Person was not such an officer.

            Section 2.06. Exchange and Registration of Transfer of Securities.
Registered Securities of any Tranche (other than a Registered Global Security,
except as set forth below) may be exchanged for a like aggregate principal
amount of Registered Securities of the same Tranche of other authorized
denominations. Unregistered Securities will not be issuable in exchange for
Registered Securities.

            Unregistered Securities of any Tranche (with all unmatured Coupons,
if any, and all matured Coupons, if any, then in default, attached thereto) may
be exchanged for Registered Securities of the same Tranche of any authorized
denominations and in an equal aggregate principal amount. Unregistered
Securities surrendered in exchange for Registered Securities after the close of
business on (i) any record date with respect to any regular payment of interest
and before the opening of business at such office on the relevant interest
payment date or (ii) any record date to be established for the payment of
defaulted interest and before the opening of business on the related proposed
date for payment of defaulted interest, shall be surrendered without the Coupon
relating to such date for payment of interest.

            Securities to be exchanged pursuant to the preceding two paragraphs
shall be surrendered, at the option of the holders thereof, either at the office
or agency designated and maintained by the Company for such purpose in the
Borough of Manhattan, The City of New York in accordance with the provisions of
Section 4.02 or at any of such other offices or agencies as may be designated
and maintained by the Company for such purpose in accordance with the provisions
of Section 4.02, and the Company shall execute and register and the Trustee
shall authenticate and deliver in exchange therefor the Security or Securities
which the Securityholder making the exchange shall be entitled to receive. Each
Person designated by the Company pursuant to the provisions of Section 4.02 as a
Person authorized to register and register transfer of the Securities is
sometimes herein referred to as a "Security registrar."

            Unregistered Securities in definitive form of any Tranche will be
exchangeable for Unregistered Securities in definitive form of the same Tranche
in other authorized denominations, in an equal aggregate principal amount.
Unregistered Securities to be so exchanged shall be surrendered, at the option
of the holders thereof, either at the office or agency designated and maintained
by the Company for such purpose outside the United States in accordance with the
provisions of Section 4.02, or at the office of any agent appointed by the
Company to perform such service, and the Company shall execute and the Trustee
shall authenticate and deliver, or cause to be authenticated and delivered, in
exchange therefor the Unregistered Security or Securities which the
Securityholder making the exchange shall be entitled to receive.

            The Company shall keep, at each such office or agency, a register
for each Tranche of Registered Securities issued hereunder (the registers of all
Security registrars being herein sometimes collectively referred to as the
"Security register" or the "registry books of the Company") in which, subject to
such reasonable regulations as it may prescribe, the Company

                                       15
<PAGE>

shall register Registered Securities and shall register the transfer of
Registered Securities as provided in this Article Two. The Security register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Security
register shall be open for inspection by the Trustee and any Security registrar
other than the Trustee. Upon due presentment for registration of transfer of any
Registered Security of any Tranche at any designated office or agency, the
Company shall execute and register and the Trustee shall authenticate and
deliver in the name of the transferee or transferees a new Registered Security
or Registered Securities of the same Tranche for an equal aggregate principal
amount. Registration or registration of transfer of any Registered Security by
any Security registrar in the registry books of the Company maintained by such
Security registrar, and delivery of such Registered Security, duly
authenticated, shall be deemed to complete the registration or registration of
transfer of such Registered Security.

            The Company will at all times designate one Person (who may be the
Company and who need not be a Security registrar) to act as repository of a
master list of names and addresses of the holders of the Registered Securities.
The Company shall act as such repository unless and until some other Person is,
by written notice from the Company to the Trustee and each Security registrar,
designated by the Company to act as such. The Company shall cause each Security
registrar to furnish to such repository, on a current basis, such information as
to all registrations of transfer and exchanges effected by such registrar, as
may be necessary to enable such repository to maintain such master list on as
current a basis as is practicable.

            No Person shall at any time be designated as or act as a Security
registrar unless such Person is at such time empowered under applicable law to
act as such and duly registered to act as such under and to the extent required
by applicable law and regulations.

            All Registered Securities presented for registration of transfer or
for exchange, redemption, repayment or payment shall (if so required by the
Company or the Trustee) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange in form satisfactory to the
Company and the Trustee duly executed by, the holder or his attorney duly
authorized in writing.

            No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Securities to be redeemed for a period of fifteen
calendar days preceding the first publication of the relevant notice of
redemption, or if Registered Securities are Outstanding and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Securities selected for
redemption, in whole or in part, except the unredeemed portion of any such
Registered Securities being redeemed in part, or (iii) to exchange any
Unregistered Securities selected for redemption except that such Unregistered
Securities may be exchanged for Registered Securities of like tenor, provided
that such Registered Securities shall be simultaneously surrendered for
redemption or (iv) to register the transfer of or exchange any Securities
surrendered for optional repayment, in whole or in part.

                                       16
<PAGE>

            Unregistered Securities and any Coupons appertaining thereto will be
transferable by delivery.

            Notwithstanding any other provision of this Section 2.06, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Registered Global Security representing all or a portion of
the Securities of a Tranche may not be transferred except as a whole by the
Depositary or the Common Depositary for such Tranche to a nominee of such
Depositary or Common Depositary or by a nominee of such Depositary or Common
Depositary to such Depositary or Common Depositary or another nominee of such
Depositary or Common Depositary or any such nominee to a successor Depositary or
Common Depositary for such Tranche or a nominee of such successor Depositary or
Common Depositary.

            If at any time the Depositary for the Securities of a Tranche
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such Tranche or if at any time the Depositary for
Securities of a Tranche shall no longer be registered or in good standing under
the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary registered and in
good standing as aforesaid with respect to the Securities of such Tranche. If a
successor Depositary for the Securities of such Tranche is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such condition, the Company will execute and the Trustee, upon receipt of an
Officers' Certificate for the authentication and delivery of definitive
Securities of such Tranche, will authenticate and deliver Securities of such
Tranche in definitive registered form without Coupons, in any authorized
denominations, in an aggregate principal amount equal to the aggregate principal
amount of the Registered Global Security or Securities representing such
Registered Securities in exchange for such Registered Global Security or
Securities.

            The Company may at any time and in its sole discretion, subject to
the procedures of the Depositary, determine that Registered Securities issued in
the form of one or more Registered Global Securities shall no longer be
represented by a Registered Global Security or Securities. In such event the
Company will execute and the Trustee, upon receipt of an Officer's Certificate
for the authentication and delivery of definitive Securities, will authenticate
and deliver Securities of the same Tranche in definitive registered form without
Coupons, in any authorized denominations, in an aggregate principal amount equal
to the aggregate principal amount of the Registered Global Security or
Securities in exchange for such Registered Global Security or Securities.

            If specified by the Company pursuant to Section 2.02 with respect to
Securities represented by a Registered Global Security, the Depositary for such
Registered Global Security may surrender such Registered Global Security in
exchange in whole or in part for Securities of the same Tranche in definitive
registered form on such terms as are acceptable to the Company and such
Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

                  (i) to the Person specified by such Depositary, a new
            Registered Security or Securities of the same Tranche, of any
            authorized denominations as requested by such Person, in an
            aggregate principal amount equal to and in

                                       17
<PAGE>

            exchange for such Person's beneficial interest in the Registered
            Global Security; and

                  (ii) to such Depositary or the Common Depository therefor, a
            new Registered Global Security in a denomination equal to the
            difference, if any, between the principal amount of the surrendered
            Registered Global Security and the aggregate principal amount of
            Registered Securities authenticated and delivered pursuant to clause
            (i) above.

            Upon the exchange of a Registered Global Security for Securities in
definitive registered form without Coupons, in authorized denominations, in an
aggregate principal amount equal to the principal amount of such Registered
Global Security, such Registered Global Security shall be canceled by the
Trustee or an agent of the Company or the Trustee. Securities in definitive
registered form without Coupons issued in exchange for a Registered Global
Security pursuant to this Section 2.06 shall be registered in such names and in
such authorized denominations as the Depositary for such Registered Global
Security, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee or an agent of the Company or the Trustee.
The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered.

            Notwithstanding anything herein or in the terms of any Securities to
the contrary, none of the Company, the Trustee or any agent of the Company or
the Trustee (any of which, other than the Company, shall be entitled to rely on
an Officer's Certificate and an Opinion of Counsel) shall be required to
exchange any Unregistered Security for a Registered Security if such exchange
could result in adverse Federal income tax consequences to the Company (such as,
for example, the inability of the Company to deduct from its income, as computed
for Federal income tax purposes, the interest payable on the Unregistered
Securities) under then applicable United States Federal income tax laws, as
determined by the Company.

            Section 2.07. Mutilated, Destroyed, Lost or Stolen Securities. In
case any temporary or definitive Security or any Coupon appertaining to any
Security shall become mutilated or be destroyed, lost or stolen, the Company in
the case of a mutilated Security or Coupon shall, and in the case of a lost,
stolen, or destroyed Security or Coupon may in its discretion, execute and, upon
the written request or authorization of any officer of the Company, the Trustee
shall authenticate and deliver a new Security of the same Tranche or Coupon, as
the case may be, bearing a number not contemporaneously Outstanding, in exchange
and substitution for the mutilated Security or Coupon, or in lieu of and in
substitution for the Security or Coupon so destroyed, lost or stolen with (in
the case of mutilated, lost, stolen or destroyed Securities) Coupons
corresponding to the Coupons appertaining to such Securities. In every case the
applicant for a substituted Security or Coupon shall furnish to the Company and
to the Trustee such security or indemnity as may be required by them to save
each of them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security or Coupon and of
the ownership thereof.

            Upon the issuance of any substituted Security or Coupon, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may

                                       18
<PAGE>

be imposed in relation thereto and any other expenses connected therewith. In
case any Security or Coupon which has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substituted Security or Coupon, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Security or Coupon)
if the applicant for such payment shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless and, in case of destruction, loss or theft, evidence satisfactory
to the Company and the Trustee of the destruction, loss or theft of such
Security or Coupon and the ownership thereof.

            Every substituted Security or Coupon issued pursuant to the
provisions of this Section 2.07 by virtue of the fact that any Security or
Coupon is destroyed, lost or stolen shall constitute an additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
or Coupon shall be found at any time, and shall be entitled to all the benefits
of this Subordinated Debt Indenture equally and proportionately with any and all
other Securities or Coupons of the same Tranche duly issued hereunder. All
Securities and Coupons shall be held and owned upon the express condition that
the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities and Coupons and shall
preclude (to the extent lawful) any and all other rights or remedies with
respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

            Section 2.08. Temporary Securities. Pending the preparation of
definitive Securities of any Tranche, the Company may execute and the Trustee
shall authenticate and deliver temporary Securities (printed, lithographed or
typewritten). Temporary Securities shall be issuable in any authorized
denomination and substantially in the form of the definitive Securities in lieu
of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect, as the definitive Securities in lieu of which they are issued. Without
unreasonable delay, the Company will execute and deliver to the Trustee
definitive Securities of such Tranche and thereupon any or all temporary
Securities of such Tranche may be surrendered in exchange therefor, at the
option of the holders thereof, either at the office or agency to be designated
and maintained by the Company for such purpose in the Borough of Manhattan, The
City of New York in accordance with the provisions of Section 4.02 or at any of
such other offices or agencies as may be designated and maintained by the
Company for such purpose in accordance with the provisions of Section 4.02, and
the Trustee shall authenticate and deliver in exchange for such temporary
Securities an equal aggregate principal amount of definitive Securities of the
same Tranche and, in the case of Unregistered Securities, having attached
thereto any appropriate Coupons. Such exchange shall be made by the Company at
its own expense and without any charge therefor. Until so exchanged, the
temporary Securities of any Tranche shall in all respects be entitled to the
same benefits under this Subordinated Debt Indenture as definitive Securities of
the same Tranche authenticated and delivered hereunder, unless otherwise
established pursuant to Section 2.02. The provisions of this Section 2.08 are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Securities that may be established pursuant to Section
2.01 or 2.02 (including any provision that such Unregistered Securities
initially be issued in the form of a single global Unregistered Security to be
delivered to a depositary located outside the United

                                       19
<PAGE>

States and the procedures pursuant to which definitive or global Unregistered
Securities would be issued in exchange for such temporary global Unregistered
Security).

            Section 2.09. Cancellation of Securities Paid, etc. All Securities
and Coupons surrendered for the purpose of payment, redemption, repayment,
exchange or registration of transfer or for credit against any sinking fund
shall, if surrendered to the Company, any Security registrar, any paying agent
or any other agent of the Company or of the Trustee, be delivered to the Trustee
and promptly canceled by it, or, if surrendered to the Trustee, shall be
promptly canceled by it, and no Securities or Coupons shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Subordinated Debt Indenture. All canceled Securities and Coupons held by the
Trustee shall be disposed of by the Trustee in accordance with the Trustee's
customary procedures or at the written request of the Company, the Trustee shall
deliver canceled Securities and Coupons to the Company. If the Company shall
acquire any of the Securities or Coupons, however, such acquisition shall not
operate as a redemption or satisfaction of the indebtedness represented by such
Securities or Coupons unless and until the same are delivered to the Trustee for
cancellation.

            Section 2.10. Computation of Interest. Except as otherwise specified
as contemplated by Section 2.02 for Securities of any Tranche, interest on the
Securities of each Tranche shall be computed on the basis of a 360-day year of
twelve 30-day months.

            Section 2.11. Reopening of Tranches and Series. All Securities
included in any one Tranche or series need not be issued by the Company at the
same time. Unless otherwise provided, a Tranche or series may be reopened for
issuances of additional Securities in such Tranche or series upon written order
of the Company in accordance with Section 2.03 of this Subordinated Debt
Indenture with respect to such additional Securities.

                                 ARTICLE THREE

            REDEMPTION OF SECURITIES; SINKING FUNDS; REPAYMENT AT THE
                              OPTION OF THE HOLDER

            Section 3.01. Applicability of Article. The provisions of this
Article Three shall be applicable, as the case may be, (i) to any Securities
which are redeemable or subject to repayment at the option of the holder before
their maturity and (ii) to any sinking fund for the retirement of any
Securities, in either case except as otherwise specified as contemplated by
Section 2.02 for any Tranche of Securities.

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

            Section 3.02. Notice of Redemption; Selection of Securities. In case
the Company shall desire to exercise any right to redeem all, or, as the case
may be, any part of, the Securities of any Tranche in accordance with their
terms, it shall fix a date for redemption. Notice of redemption to the holders
of Registered Securities of any Tranche to be redeemed as a

                                       20
<PAGE>

whole or in part at the option of the Company shall be given by mailing notice
of such redemption by first class mail, postage prepaid, at least 30 days and
not more than 60 days prior to the date fixed for redemption to such holders at
their last addresses as they shall appear upon the registry books of the Company
and to the Trustee. Notices of redemption to be sent to the holders of Global
Series Notes that are Registered Securities shall be sent only to the holders of
those Global Series Notes to be redeemed. Notice of redemption to the holders of
Unregistered Securities to be redeemed as a whole or in part who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939 shall be given by mailing notice of such redemption,
by first class mail, postage prepaid, at least 30 days and not more than 60 days
prior to the date fixed for redemption, to such holders at such addresses as
were so furnished to the Trustee (and, in the case of any such notice given by
the Company, the Trustee shall make such information available to the Company
for such purpose). Notice of redemption to all other holders of Unregistered
Securities shall be published in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, in an Authorized Newspaper in London and, if
any such Unregistered Securities are listed on the Luxembourg Stock Exchange, in
an Authorized Newspaper in Luxembourg, in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption. Any notice if given 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
notice or any defect in the notice to the holder of any Security of a Tranche
designated for redemption as a whole or in part shall not affect the validity of
the proceedings for the redemption of any other Security of such Tranche.

            Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which the Securities of such Tranche are to
be redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities and, in the case of Securities
issued with Coupons, of all Coupons appertaining thereto maturing after the date
fixed for redemption, that any interest accrued to the date fixed for redemption
will be paid as specified in said notice, and that on and after said date any
interest thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Securities of a Tranche are to be redeemed, the notice of
redemption shall specify the number or numbers of the Securities to be redeemed.
In case any Security is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities of the same Tranche in principal amount
equal to the unredeemed portion thereof, together with any unmatured Coupons
appertaining thereto, will be issued.

            Prior to the redemption date specified in the notice of redemption
given as provided in this Section 3.02, the Company will deposit with the
Trustee or with one or more paying agents (or if the Company is acting as its
own paying agent, shall segregate and hold in trust as provided in Section 4.05)
an amount of money sufficient to redeem on the redemption date all the
Securities or portions thereof so called for redemption, together with accrued
interest to the date fixed for redemption. If less than all the Securities of a
Tranche are to be redeemed, the Company will give the Trustee notice not less
than 60 days prior to the redemption date as to the aggregate principal amount
of Securities of such Tranche to be redeemed, and the Trustee shall select or
cause to be selected, in such manner as in its sole discretion it shall deem
appropriate and fair, the Securities or portions thereof to be redeemed.
Securities of a Tranche

                                       21
<PAGE>

may be redeemed in part only in multiples of the smallest authorized
denomination of that Tranche.

            Section 3.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as provided in Section 3.02 or 3.05, the Securities
or portions of Securities of the Tranche 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 applicable redemption price, together with any
interest accrued to the date fixed for redemption, and on and after said date
(unless the Company shall default in the payment of such Securities or portions
of such Securities, together with any interest accrued to said date) any
interest on the Securities or portions of Securities of such Tranche so called
for redemption shall cease to accrue, and the unmatured Coupons, if any,
appertaining thereto shall be void. On presentation and surrender of such
Securities at a place of payment in said notice specified, together with all
Coupons, if any, appertaining thereto maturing after the date fixed for
redemption, the said Securities or the specified portions thereof shall be paid
and redeemed by the Company at the applicable redemption price, together with
any interest accrued thereon to the date fixed for redemption; provided,
however, that payment of interest becoming due on or prior to the date fixed for
redemption shall be payable in the case of Securities with Coupons attached
thereto, to the holders of the Coupons for such interest upon surrender thereof,
and in the case of Registered Securities, to the Holders of such Registered
Securities registered as such on the relevant record date subject to the terms
and provisions of Sections 2.02 and 2.04.

            If any Security issued with Coupons is surrendered for redemption
and is not accompanied by all appurtenant Coupons maturing after the date fixed
for redemption and all matured Coupons, if any, then in default, the surrender
of such missing Coupon or Coupons may be waived by the Company and the Trustee,
if there be furnished to each of them such security or indemnity as they may
require to save each of them harmless.

            Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the holder
thereof, at the expense of the Company, a new Security or Securities of the same
Tranche, of authorized denominations, together with all unmatured Coupons, if
any, and all matured Coupons, if any, then in default appertaining thereto, in
aggregate principal amount equal to the unredeemed portion of the Security so
presented.

            Section 3.04. Satisfaction of Mandatory Sinking Fund Payments with
Securities. In lieu of making all or any part of any mandatory sinking fund
payment with respect to any Securities in cash, the Company may at its option
(a) deliver to the Trustee Securities, together with all unmatured Coupons, if
any, appertaining thereto, of the same Tranche theretofore purchased or
otherwise acquired by the Company or (b) receive credit for the principal amount
of Securities of the same Tranche which have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities; provided that such Securities have not previously been so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund and the amount of such mandatory sinking
fund payment shall be reduced accordingly.

                                       22
<PAGE>

            Section 3.05. Redemption of Securities for Sinking Fund. Not less
than 60 days prior to each sinking fund payment date for any Securities, the
Company will deliver to the Trustee a certificate signed by the Senior Vice
President-Corporate Treasury and Global Funding Operation or any Assistant
Treasurer of the Company specifying the amount of the next ensuing sinking fund
payment for such Securities pursuant to the terms thereof, the portion thereof,
if any, which is to be satisfied by payment of cash (which cash may be deposited
with the Trustee or with one or more paying agents, or if the Company is acting
as its own paying agent, segregated and held in trust as provided in Section
4.04) and the portion thereof, if any, which is to be satisfied by delivering
and crediting Securities of the same Tranche pursuant to Section 3.04 (which
Securities, if not theretofore delivered, will accompany such certificate) and
whether the Company intends to exercise its right to make a permitted optional
sinking fund payment with respect to such Securities. Such certificate shall
also state that no Event of Default has occurred and is continuing with respect
to such Securities. Such certificate shall be irrevocable and, upon its
delivery, the Company shall be obligated to make the cash payment or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. In the case of the failure of the Company to deliver such
certificate (or to deliver the Securities specified in this paragraph), the
sinking fund payment due on the next succeeding sinking fund payment date for
such Securities shall be paid entirely in cash and shall be sufficient to redeem
the principal amount of such Securities subject to a mandatory sinking fund
payment without the option to deliver or credit Securities as provided in
Section 3.04 and without the right to make any optional sinking fund payment, if
any, with respect to such Securities.

            Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which, in the aggregate, shall equal or exceed 100,000 units of the Specified
Currency with respect to the particular Tranche (or a lesser sum if the Company
shall so request or determine) with respect to any Securities shall be applied
by the Trustee (or by the Company if the Company is acting as its own paying
agent) on the sinking fund payment date on which such payment is made (or, if
such payment is made before a sinking fund payment date, on the next sinking
fund payment date following the date of such payment) to the redemption of such
Securities at the redemption price specified in such Securities for operation of
the sinking fund together with accrued interest, if any, to the date fixed for
redemption. Any sinking fund moneys not so applied or allocated by the Trustee
(or by the Company if the Company is acting as its own paying agent) to the
redemption of Securities shall be added to the next cash sinking fund payment
received by the Trustee (or if the Company is acting as its own paying agent,
segregated and held in trust as provided in Section 4.04) for such Securities
and, together with such payment (or such amount so segregated), shall be applied
in accordance with the provisions of this Section 3.05. Any and all sinking fund
moneys with respect to any Securities held by the Trustee (or if the Company is
acting as its own paying agent, segregated and held in trust as provided in
Section 4.04) on the last sinking fund payment date with respect to such
Securities and not held for the payment or redemption of particular Securities
of such Tranche shall be applied by the Trustee (or by the Company if the
Company is acting as its own paying agent), together with other moneys, if
necessary, to be deposited (or segregated) sufficient for the purpose, to the
payment of the principal of the Securities of that Tranche at maturity.

            The Trustee shall select or cause to be selected the Securities to
be redeemed upon such sinking fund payment date in the manner specified in the
last paragraph of Section 3.02 and

                                       23
<PAGE>

the Company shall cause notice of the redemption thereof to be given in the
manner provided in Section 3.02 except that the notice of redemption shall also
state that the Securities are being redeemed by operation of the sinking fund.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 3.03.

            On or before each sinking fund payment date, the Company shall pay
to the Trustee in cash (or if the Company is acting as its own paying agent,
shall segregate and hold in trust as provided in Section 4.04) a sum equal to
any interest accrued to the date fixed for redemption of Securities or portions
thereof to be redeemed on such sinking fund payment date pursuant to this
Section 3.05.

            Neither the Trustee nor the Company shall redeem any Securities with
sinking fund moneys or give any notice of redemption of such Securities by
operation of the sinking fund for such Tranche during the continuance of a
default in payment of interest, if any, on such Securities or of any Event of
Default (other than an Event of Default occurring as a consequence of this
paragraph) with respect to such Securities, except that if the notice of
redemption of any such Securities shall theretofore have been given in
accordance with the provisions hereof, the Trustee (or the Company if the
Company is acting as its own paying agent) shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee (or segregated
by the Company) for that purpose in accordance with the terms of this Article
Three. Except as aforesaid, any moneys in the sinking fund for such Securities
at the time when any such default or Event of Default shall occur and any moneys
thereafter paid into such sinking fund shall, during the continuance of such
default or Event of Default, be held as security for the payment of such
Securities; provided, however, that in case such default or Event of Default
shall have been cured or waived as provided herein, such moneys shall thereafter
be applied on the next sinking fund payment date for such Securities to which
such moneys may be applied pursuant to the provisions of this Section 3.05.

            Section 3.06. Repayment at the Option of the Holder. Any Tranche of
Securities may be made, by provision contained in or established pursuant to a
supplemental indenture or a resolution of the Board of Directors pursuant to
Section 2.02, subject to repayment, in whole or in part, at the option of the
holder on a date or dates specified prior to maturity, at a price equal to 100%
of the principal amount thereof, together with accrued interest to the date of
repayment or, in the case of Original Issue Discount Securities, at a price
equal to 100% of the accreted principal amount thereof to the date of such
repayment, on such notice as may be required; provided, however, that the holder
of a Security may only elect partial repayment in an amount that will result in
the portion of such Security that will remain Outstanding after such repayment
constituting an authorized denomination, or combination thereof, of such
Securities.

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

            Section 4.01. Payment of Principal, Premium and Interest. The
Company covenants and agrees for the benefit of all holders of Securities issued
hereunder that it will duly and punctually pay or cause to be paid the principal
of, premium, if any, and interest, if any, on

                                       24
<PAGE>

all such Securities (for all purposes herein, references to interest shall
include any additional amounts payable pursuant to the terms of such Securities)
at the places, at the respective times and in the manner provided in such
Securities, in the Coupons, if any, appertaining thereto, and in this
Subordinated Debt Indenture. The interest on Securities issued with Coupons
(together with any additional amounts payable pursuant to the terms of such
Securities) shall be payable only upon presentation and surrender of the several
Coupons for such interest installments as are evidenced thereby as they
severally mature. If any temporary Unregistered Security provides that interest
thereon may be paid while such Security is in temporary form, the interest on
any such temporary Unregistered Security (together with any additional amounts
payable pursuant to the terms of such Security) shall be paid, as to the
installments of interest evidenced by Coupons attached thereto, if any, only
upon presentation and surrender thereof, and, as to the other installments of
interest, if any, only upon presentation of such Securities for notation thereon
of the payment of such interest, in each case subject to any restrictions that
may be established pursuant to Section 2.02.

            Section 4.02. Offices for Notices and Payments, etc. As long as any
Registered Securities remain Outstanding hereunder, the Company will designate
and maintain in the Borough of Manhattan, The City of New York an office or
agency where such Registered Securities may be presented for payment, and where
such Securities may be presented for registration of transfer and for exchange
as in this Subordinated Debt Indenture provided.

            The Company will maintain one or more offices or agencies in a city
or cities located outside the United States (including any city in which such an
agency is required to be maintained under the rules of any stock exchange on
which any of the Securities are listed) where any Unregistered Securities issued
hereunder and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by check mailed to an address in, the United States unless pursuant to
applicable United States laws and regulations then in effect such payment can be
made without adverse consequences to the Company. Notwithstanding the foregoing,
payments in Dollars on Unregistered Securities and Coupons appertaining thereto
may be made at an agency of the Company maintained in the Borough of Manhattan,
The City of New York if such payment in Dollars at each agency maintained by the
Company outside the United States for payment on such Unregistered Securities is
illegal or effectively precluded by exchange controls or other similar
restrictions.

            Interest on Registered Securities may at the option of the Company
be paid by check mailed to the Persons entitled thereto at their respective
addresses as such appear on the registry books of the Company, or, at the option
of any holder of $5,000,000 or more aggregate principal amount of Registered
Securities of any Tranche and subject to applicable laws and regulations (or the
equivalent thereof in a Specified Currency), be made by wire transfer to an
account denominated in the currency in which such payment is to be made,
maintained by such holder, if appropriate wire transfer instructions have been
received by the Company or its agent not less than fifteen days prior to the
applicable interest payment date.

            Interest on Unregistered Securities and the Coupons appertaining
thereto shall be made upon presentation of such Securities or Coupons, subject
to applicable laws and

                                       25
<PAGE>

regulations, at the designated offices of such paying agents outside of the
United States as the Company may designate from time to time. Payments on
Unregistered Securities or the Coupons appertaining thereto will, upon
presentation of such Securities or Coupons, at the holder's option and subject
to applicable laws and regulations, be made by check or by wire transfer to an
account denominated in the currency in which such payment is to be made,
maintained by such holder with a bank outside the United States, if appropriate
wire transfer instructions have been received by the Company or its agent not
less than fifteen days prior to the applicable interest payment date.

            The Company will maintain in the Borough of Manhattan, The City of
New York an office or agency where notices and demands to or upon the Company in
respect of any Securities issued hereunder, the Coupons appertaining thereto or
this Subordinated Debt Indenture may be served.

            The Company may from time to time designate one or more additional
offices or agencies where Securities and any Coupons appertaining thereto may be
presented for payment, where Securities may be presented for exchange as
provided in this Subordinated Debt Indenture and pursuant to Section 2.02 and
where Registered Securities may be presented for registration of transfer as in
this Subordinated Debt Indenture provided, and the Company may from time to time
rescind any such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain the agencies provided for in
this Section 4.02. The Company will give to the Trustee prompt written notice of
any such designation or rescission thereof.

            The Company will give to the Trustee written notice of the location
of each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any such office or agency in the Borough of
Manhattan, The City of New York 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 Trustee.

            The Company hereby designates the office of the Company located at
335 Madison Avenue, New York, New York 10017 as the office or agency of the
Company in the Borough of Manhattan, The City of New York where Registered
Securities may be presented for payment, for registration of transfer and for
exchange as in this Subordinated Debt Indenture provided and where notices and
demands to or upon the Company in respect of the Securities or of this
Subordinated Debt Indenture may be served. The Company also designates the
office of the Company located at 260 Long Ridge Road, Stamford, Connecticut
06927 as the office or agency of the Company as the repository pursuant to
Section 2.06 for the master list of the names and addresses of the holders of
Securities.

            Section 4.03. Appointments to Fill Vacancies in Trustee's Office.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a successor
Trustee, so that there shall at all times be a Trustee with respect to all
Securities issued hereunder.

            Section 4.04. Provision as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee with respect to the Securities of
any Tranche, it will cause

                                       26
<PAGE>

such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this
Section 4.04,

            (1) that it will hold all sums held by it as such agent for the
      payment of the principal of, premium, if any, or interest, if any, on such
      Securities (whether such sums have been paid to it by the Company or by
      any other obligor on such Securities) in trust for the benefit of the
      holders of such Securities, or the Coupons appertaining thereto, if any;

            (2) that it will give the Trustee prompt notice of any failure by
      the Company (or by any other obligor on such Securities) to make any
      payment of the principal of, premium, if any, or interest, if any, on such
      Securities when the same shall be due and payable; and

            (3) that at any time during the continuance of any failure by the
      Company (or by any other obligor on such Securities) specified in the
      preceding paragraph (2), such paying agent will, upon the written request
      of the Trustee, forthwith pay to the Trustee all sums so held in trust by
      it.

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

            (c) Anything in this Section 4.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Subordinated Debt Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any paying
agent hereunder, as required by this Section 4.04, such sums to be held by the
Trustee upon the trusts herein contained.

            (d) Anything in this Section 4.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 4.04 is subject
to Sections 12.03 and 12.04.

            (e) Whenever the Company shall have one or more paying agents with
respect to the Securities of any Tranche, it will, prior to each due date of the
principal of, premium, if any, or interest, if any, on the Securities of such
Tranche, deposit with a designated paying agent a sum sufficient to pay the
principal, premium, if any, and interest, if any, so becoming due, such sum to
be held in trust for the benefit of the Persons entitled to such principal,
premium, if any, or interest, if any, and (unless such paying agent is the
Trustee) the Company will promptly notify the Trustee of any failure so to act.

            Section 4.05. Statement as to Compliance. The Company will furnish
to the Trustee on or before June 1 in each year (beginning with the first June 1
which is not less than 60

                                       27
<PAGE>

days following the first date of issuance of any Tranche of Securities under
this Subordinated Debt Indenture) a brief certificate (which need not comply
with Section 15.05) from the principal executive, financial or accounting
officer of the Company stating that in the course of the performance by the
signer of his duties as an officer of the Company he would normally have
knowledge of any default or non-compliance by the Company in the performance of
any covenants or conditions contained in this Indenture, stating whether or not
he has knowledge of any such default or non-compliance and, if so, specifying
each such default or non-compliance of which the signer has knowledge and the
nature thereof.

                                  ARTICLE FIVE

                       SECURITYHOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

            Section 5.01. Securityholder Lists. If and so long as the Trustee
shall not be the Security registrar for any Tranche of Registered Securities,
the Company will furnish or cause to be furnished to the Trustee with respect to
each Tranche of Registered Securities issued hereunder a list in such form as
the Trustee may reasonably require of the names and addresses of the holders of
Registered Securities of such Tranche pursuant to Section 312 of the Trust
Indenture Act of 1939 (a) semiannually not more than 15 days after each record
date for the payment of interest in respect of the Registered Securities of such
Tranche, as of such record date, and on dates to be determined pursuant to
Section 2.02 for each Tranche of non-interest bearing Registered Securities in
each year and (b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, as of a date
not more than 15 days prior to the time such information is furnished.

            Section 5.02. Reports by the Company. The Company covenants to file
with the Trustee, within 15 days after the Company is required to file the same
with the Securities and Exchange Commission, copies of the annual reports and of
the information, documents and other reports that the Company may be required to
file with the Securities and Exchange Commission pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 or pursuant to Section 314
of the Trust Indenture Act of 1939.

            Section 5.03. Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on
or before May 15 in each year beginning May 15, 2006, as provided in Section
313(c) of the Trust Indenture Act of 1939, so long as any Securities are
Outstanding hereunder, and shall be dated as of a date convenient to the Trustee
no more than 60 days prior thereto.

                                  ARTICLE SIX

                           REMEDIES OF THE TRUSTEE AND
                       SECURITYHOLDER ON EVENT OF DEFAULT

            Section 6.01. Events of Default. The term "Event of Default"
whenever used herein with respect to Securities of any series means any one of
the following events and such other events as may be established with respect to
the Securities of such series as contemplated

                                       28
<PAGE>


by Section 2.02, continued for the period of time, if any, and after the giving
of notice, if any, designated in this Subordinated Debt Indenture or as may be
established with respect to such Securities as contemplated by Section 2.02, as
the case may be, unless it is either inapplicable or is specifically deleted or
modified in the applicable resolution of the Board of Directors or in the
supplemental indenture under which such series of Securities is issued, as the
case may be, as contemplated by Section 2.02:

            (a) default in the payment of any installment of interest upon any
      Security of such series as and when the same shall become due and payable,
      and continuance of such default for a period of 30 days; or

            (b) default in the payment of the principal of, or premium, if any,
      on any Security of such series as and when the same shall become due and
      payable whether at maturity, upon redemption, by declaration, repayment or
      otherwise; or

            (c) default in the making or satisfaction of any sinking fund
      payment or analogous obligation as and when the same shall become due and
      payable by the terms of the Securities of such series; or

            (d) failure on the part of the Company duly to observe or perform
      any other of the covenants or agreements on the part of the Company in
      respect of the Securities of such series contained in this Subordinated
      Debt Indenture (other than a covenant or agreement in respect of the
      Securities of such series a default in whose observance or performance is
      elsewhere in this Section 6.01 specifically dealt with) continued for a
      period of 60 days after the date on which written notice of such failure,
      requiring the Company to remedy the same, shall have been given to the
      Company by the Trustee, or to the Company and the Trustee by the holders
      of at least twenty-five percent in aggregate principal amount of the
      Securities of such series at the time Outstanding; or

            (e) an event of default with respect to any other series of
      Securities issued pursuant to this Subordinated Debt Indenture or as
      defined in any other indenture or instrument evidencing or under which the
      Company has at the date of this Subordinated Debt Indenture or shall
      hereafter have outstanding any indebtedness for borrowed money shall
      happen and be continuing and such other series of Securities or such
      indebtedness, as the case may be, shall have been accelerated so that the
      same shall be or become due and payable prior to the date on which the
      same would otherwise have become due and payable, and such acceleration
      shall not be rescinded or annulled within ten days after written notice of
      such acceleration shall have been given to the Company by the Trustee or
      to the Company and the Trustee by the holders of at least twenty-five
      percent in aggregate principal amount of such Securities at the time
      Outstanding or within ten days after written notice of such acceleration
      shall have been given to the Company pursuant to the terms of such other
      indenture or instrument, as the case may be; provided, however, that if
      such event of default with respect to such other series of Securities or
      under such other indenture or instrument, as the case may be, shall be
      remedied or cured by the Company, or waived by the holders of such other
      series of Securities or of such other indebtedness, as the case may be,
      then the Event of Default hereunder by reason thereof shall be deemed
      likewise to have been thereupon remedied, cured or waived

                                       29
<PAGE>

      without further action upon the part of either the Trustee or any of the
      Securityholders of such series; and provided, further, that, subject to
      the provisions of Sections 6.08 and 7.01, the Trustee shall not be charged
      with knowledge of any such event of default or any remedy, cure or waiver
      thereof or any such acceleration unless written notice thereof shall have
      been given to the Trustee by the Company, by a holder or an agent of a
      holder of any Securities of such other series or of any such other
      indebtedness, as the case may be, or by the Trustee then acting under this
      Subordinated Debt Indenture with respect to such other series of
      Securities or under any other indenture or instrument, as the case may be,
      under which such event of default shall have occurred, or by the holders
      of at least twenty-five percent in aggregate principal amount of the
      Securities of such series at the time Outstanding; or

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

            (g) the Company shall institute proceedings to be adjudicated a
      voluntary bankrupt, or shall consent to the filing of a bankruptcy
      proceeding against it, or shall file a petition or answer or consent
      seeking reorganization under the Federal Bankruptcy Code or any other
      similar applicable Federal or State law, or shall consent to the filing of
      any such petition, or shall consent to the appointment of a receiver or
      liquidator or trustee or assignee (or other similar official) in
      bankruptcy or insolvency of it or of all or substantially all of its
      property, or shall make an assignment for the benefit of creditors, or
      shall admit in writing its inability to pay its debts generally as they
      become due; or

            (h) any other Event or Default provided in the applicable resolution
      of the Board of Directors or in the supplemental indenture under which
      such series of Securities is issued, as the case may be, as contemplated
      by Section 2.02.

            If an Acceleration Default (as defined below) with respect to
Securities of any series at the time Outstanding occurs and is continuing, then
and in each and every case, unless the principal of all of the Securities of
such series shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent in aggregate principal amount of
the Securities of such series then Outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by Securityholders of such series),
may declare the principal amount (or, if the Securities of such series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the certificates evidencing the Securities of such series) of
all the Securities of such series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, anything in this Subordinated Debt Indenture or in such Securities
contained to the contrary

                                       30
<PAGE>

notwithstanding. This provision, however, is subject to the condition that if,
at any time after the principal amount (or, if such Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the certificates evidencing the Securities of such series) of the
Securities of any series 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, the Company shall pay or shall
deposit with the Trustee a sum sufficient to pay all matured installments of
interest, if any, upon all such Securities and the principal of, and premium, if
any, on any and all such Securities which shall have become due otherwise than
by acceleration (with interest on overdue installments of interest (to the
extent that payment of such interest is enforceable under applicable law) and on
such principal at the Overdue Rate applicable to such series, to the date of
such payment or deposit) and all amounts payable to the Trustee pursuant to the
provisions of Section 7.06, and any and all defaults under this Subordinated
Debt Indenture with respect to such series of Securities, other than the
nonpayment of principal of and accrued interest on such Securities which shall
have become due solely by acceleration, shall have been remedied or cured or
waived or provision shall have been made therefor to the satisfaction of the
Trustee -- then and in every such case the holders of a majority in aggregate
principal amount of the Securities of such series then Outstanding, by written
notice to the Company and to the Trustee, may waive all defaults with respect to
such series and 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. "Acceleration
Default" means an Event of Default as described in subsections (f) or (g) above
or an Event of Default under subsection (d) above due to a breach of the
Company's covenants and obligations under Article Eleven of this Subordinated
Debt Indenture or, if there is no Senior Indebtedness outstanding at that time,
any Event of Default.

            In case the Trustee shall have proceeded to enforce any right under
this Subordinated Debt 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 Trustee, then and in
every such case the Company and the Trustee shall be restored respectively to
their several positions and rights hereunder, and all rights, remedies and
powers of the Company and the Trustee shall continue as though no such
proceedings had been taken.

            Section 6.02. Payment of Securities on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
installment of interest upon any Security as and when the same shall become due
and payable, and such default shall have continued for a period of 30 days, (b)
in case default shall be made in the payment of the principal of, or premium, if
any, on any Security as and when the same shall become due and payable, whether
at maturity of such Security or upon redemption or by declaration, repayment or
otherwise or (c) in case of default in the making or satisfaction of any sinking
fund payment or analogous obligation when the same becomes due by the terms of
the Securities of any series - then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holder of any such Security (or
holders of any series of Securities in the case of clause (c) above) the whole
amount that then shall have become due and payable on any such Security (or
Securities of any such series in the case of clause (c) above) for principal,
premium, if any, and interest, if any, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue installments

                                       31
<PAGE>

of interest, if any, at the Overdue Rate applicable to any such Security (or
Securities of any such series in the case of clause (c) above); and, in addition
thereto, such further amount as shall be sufficient to cover costs and expenses
of collection, and any further amounts payable to the Trustee pursuant to the
provisions of Section 7.06.

            In case the Company shall fail forthwith to pay such amounts upon
such demand, the 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 Company or any other obligor upon such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such 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 Company or any other obligor on the Securities of any
series under the Federal Bankruptcy Code or any other similar applicable Federal
or State law, or in case a receiver or trustee (or other similar official) shall
have been appointed for the property of the Company or such other obligor, or in
the case of any other similar judicial proceedings relative to the Company or
other obligor on any Securities, or to the creditors or property of the Company
or such other obligor, the Trustee, irrespective of whether the principal of any
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 6.02, 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 (or, if any Securities are
Original Issue Discount Securities, such portion of the principal amount as may
be due and payable with respect to such Securities pursuant to a declaration in
accordance with Section 6.01), premium, if any, and interest, if any, owing and
unpaid in respect of any Securities and, in the 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 Trustee and of the
Securityholders allowed in such judicial proceedings relative to the Company or
any other obligor on any Securities, its or their creditors, or its or their
property, 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 costs and expenses of collection, and any further amounts payable to the
Trustee pursuant to the provisions of Section 7.06 and incurred by it up to the
date of such distribution; and any receiver, assignee or trustee (or other
similar official) in bankruptcy or reorganization is hereby authorized by each
of the Securityholders to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee costs and expenses of collection and any
further amounts payable to the Trustee pursuant to the provisions of Section
7.06 and incurred by it up to the date of such distribution.

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

                                       32
<PAGE>

            All rights of action and of asserting claims under this Subordinated
Debt Indenture, or under any Securities or Coupons appertaining to such
Securities, may be enforced by the Trustee without the possession of such
Securities or Coupons or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the 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 or Coupons appertaining to such Securities in respect of which such
action was taken. In any proceedings brought by the Trustee (and also any
proceedings in which a declaratory judgment of a court may be sought as to the
interpretation or construction of any provision of this Subordinated Debt
Indenture, to which the Trustee shall be a party), the Trustee shall be held to
represent all the holders of the Securities or Coupons appertaining to such
Securities to which such proceedings relate, and it shall not be necessary to
make any holders of such Securities or Coupons appertaining to such Securities
parties to any such proceedings.

            Section 6.03. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to this Article Six shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution
of such moneys, upon presentation of the several Securities and Coupons
appertaining to such Securities in respect of which moneys have been collected,
and the notation thereon of the payment if only partially paid, and upon
surrender thereof if fully paid:

            FIRST: To the payment of all amounts due the Trustee pursuant to the
      provisions of Section 7.06;

            SECOND: Subject to Article Fourteen, in case the principal of the
      Outstanding Securities in respect of which such moneys have been collected
      shall not have become due (at maturity, upon redemption, by declaration,
      repayment or otherwise) and be unpaid, to the payment of interest, if any,
      on such Securities, in the order of the maturity of the installments of
      such interest, with interest (to the extent that such interest has been
      collected by Trustee) upon the overdue installments of interest at the
      Overdue Rate applicable to such Securities, such payments to be made
      ratably to the Persons entitled thereto;

            THIRD: Subject to Article Fourteen, in case the principal of the
      Outstanding Securities in respect of which such moneys have been collected
      shall have become due (at maturity, upon redemption, by declaration,
      repayment or otherwise), to the payment of the whole amount then owing and
      unpaid upon such Securities for principal, premium, if any, and interest,
      if any, with interest on the overdue principal, premium, if any, and (to
      the extent that such interest has been collected by the Trustee) overdue
      installments of interest, if any, at the Overdue Rate applicable to such
      Securities; and in case such moneys shall be insufficient to pay in full
      the whole amounts so due and unpaid upon such Securities, then to the
      payment of such principal, premium, if any, and interest, if any, without
      preference or priority of principal and premium, if any, over interest, if
      any, or of interest, if any, over principal, and premium, if any, or of
      any installment of interest, if any, over any other installment of
      interest, if any, or of any such Security over any other such Security,
      ratably to the aggregate of such principal, premium, if any, and accrued
      and unpaid interest, if any; and

                                       33
<PAGE>

            FOURTH: To the payment of the remainder, if any, to the Company, its
      successors or assigns, or to whosoever may be lawfully entitled to receive
      the same, or as a court of competent jurisdiction may direct.

            Section 6.04. Proceedings by Securityholders. No holder of any
Security or of any Coupon appertaining thereto shall have any right by virtue of
or by availing of any provision of this Subordinated Debt Indenture to institute
any suit, action or proceeding to the extent lawful in equity or at law upon or
under or with respect to this Subordinated Debt Indenture or for the appointment
of a receiver or trustee (or other similar official), or for any other remedy
hereunder, unless such holder previously shall have given to the Trustee written
notice of default with respect to such series of Securities and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than twenty-five percent in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused 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 or
Coupon with every other taker and holder and the Trustee, that no one or more
holders of Securities of such series or Coupons appertaining to such Securities
shall have any right in any manner whatever by virtue of or by availing of any
provision of this Subordinated Debt Indenture to affect, disturb or prejudice
the rights of any other holder of Securities of such series or Coupons
appertaining to such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder or to enforce any right under this
Subordinated Debt Indenture, except in the matter herein provided and for the
equal, ratable and common benefit of all holders of Securities of such series
and Coupons appertaining to such Securities.

            Notwithstanding any other provisions in this Subordinated Debt
Indenture, however, the right of any holder of any Security or Coupon to receive
payment of the principal of, premium, if any, and interest, if any, on such
Security or Coupon, on or after the respective due dates expressed in such
Security or Coupon, or upon redemption, by declaration, repayment or otherwise,
or to institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
holder, and no provision of the Securities of any series or Coupons appertaining
to such Securities or of this Subordinated Debt Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the
principal of, premium, if any, and interest, if any, on such Securities and
Coupons at the respective places, at the respective times, at the respective
rates and in the coin or currency, therein and herein prescribed.

            Section 6.05. Proceedings by Trustee. In case of an Event of Default
hereunder, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it and the Securityholders by this Subordinated Debt Indenture
by such appropriate judicial proceedings as the 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 Subordinated
Debt Indenture or

                                       34
<PAGE>

in aid of the exercise of any power granted in this Subordinated Debt Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this
Subordinated Debt Indenture or by law.

            Section 6.06. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Six to the Trustee or to the holders of the
Securities of any series or Coupons appertaining to such Securities shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any
thereof or of any other powers and remedies available to the Trustee or the
holders of such Securities or Coupons, by judicial proceedings or otherwise, to
enforce the performance or observance of the covenants and agreements contained
in this Subordinated Debt Indenture, and no delay or omission of the Trustee or
of any holder of any such Securities or Coupons to exercise any right or power
accruing upon any 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 6.04, every
power and remedy given by this Article Six or by law to the Trustee or to the
holders of the Securities of any series or Coupons appertaining to such
Securities may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the holders of such Securities or Coupons.

            Section 6.07. Direction of Proceedings and Waiver of Defaults by
Securityholders. The holders of a majority in aggregate principal amount of the
Securities of any series 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 Trustee, or exercising any trust or power conferred on the Trustee, with
respect to the Securities of such series; provided, however, that (subject to
the provisions of Section 7.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee, being advised by counsel, determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors or trustees, executive
committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceeding so directed would involve
the Trustee in personal liability. Prior to any declaration accelerating the
maturity of the Securities of any series, the holders of a majority in aggregate
principal amount of such Securities at the time Outstanding may on behalf of the
holders of all such Securities and all Coupons appertaining thereto waive any
past default or Event of Default with respect to such Securities and all Coupons
appertaining thereto and its consequences except a default in the payment of
interest, if any, on, or the principal of or premium, if any, on any Security of
such series or any Coupon appertaining thereto, or in the payment of any sinking
fund installment or analogous obligation with respect to such Securities or
Coupons, or in respect of a covenant or provision hereof which under Section
10.02 cannot be modified or amended without the consent of the holder of each
Security or Coupon affected. Upon any such waiver the Company, the Trustee and
the holders of such Securities and Coupons shall be restored to their former
position and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section 6.07, said default or Event of
Default shall for all purposes of the Securities of such series and all Coupons
appertaining thereto and this Subordinated Debt Indenture be deemed to have been
cured and to be not continuing.

                                       35
<PAGE>

            Section 6.08. Notice of Defaults. The Trustee shall, within 90 days
after the occurrence of a default with respect to the Securities of any series,
give notice of all defaults with respect to that series known to a Responsible
Officer of the Trustee (i) if any Unregistered Securities of that series are
then Outstanding, to the holders thereof and of all Coupons appertaining
thereto, by publication at least once in an Authorized Newspaper in the Borough
of Manhattan, The City of New York at least once in an Authorized Newspaper in
London and, if any such Unregistered Securities are listed on the Luxembourg
Stock Exchange, at least once in an Authorized Newspaper in Luxembourg and (ii)
to all holders of Securities of such series and of all Coupons appertaining
thereto in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act of 1939, unless such defaults shall have been cured before the
giving of such notice (the term "defaults" for the purpose of this Section 6.08
being hereby defined to be the events specified in Section 6.01 or established
with respect to such Securities as contemplated by Section 2.02, not including
the periods of grace, if any, provided for therein or established with respect
to such Securities as contemplated by Section 2.02 and irrespective of the
giving of the notices specified in clauses (d) and (e) of Section 6.01 or
established with respect to such Securities as contemplated by Section 2.02);
provided, however, that except in the case of default in the payment of the
principal of, premium, if any, or interest, if any, on any of the Securities of
such series or in the making of any sinking fund installment or analogous
obligation with respect to such Securities, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interest of the holders of such Securities and the Coupons appertaining thereto.

            Section 6.09. Undertaking to Pay Costs. All parties to this
Subordinated Debt Indenture agree, and each holder of any Security or Coupon by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Subordinated Debt Indenture, or in any suit against the Trustee for any
action taken, omitted or suffered by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section 6.09 shall not apply to any suit instituted
by the Trustee, to any suit instituted by any holder of Securities or group of
such holders, holding in the aggregate more than twenty-five percent in
principal amount of the Outstanding Securities of such series or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of, premium, if any, or interest, if any, on any Security on or after
the due date expressed in such Security, on or after the date fixed for
redemption or repayment or after such Security shall have become due by
declaration.

                                 ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

            Section 7.01. Duties and Responsibilities of Trustee. With respect
to the holders of any series of Securities issues hereunder, the Trustee, prior
to the occurrence of any Event of Default with respect to the Securities of such
series and after the curing or waiving of

                                       36
<PAGE>

all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Subordinated Debt Indenture. In case an Event of Default with
respect to the Securities of a series has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Subordinated Debt Indenture with respect to such series, and use the
same degree of care and skill in their exercise, as a prudent man would exercise
or use under the circumstances in the conduct of his own affairs.

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

            (a) prior to the occurrence of an Event of Default with respect to
      the Securities of a series and after the curing or waiving of all Events
      of Default with respect to such series which may have occurred:

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

                  (2) in the absence of bad faith on the part of the Trustee,
            the Trustee may conclusively rely, as to the truth of the statements
            and the correctness of the opinions expressed therein, upon any
            certificates or opinions furnished to the Trustee and conforming to
            the requirements of this Subordinated Debt Indenture; but in the
            case of any such certificates or opinions which by any provision
            hereof are specifically required to be furnished to the Trustee, the
            Trustee shall be under a duty to examine the same to determine
            whether or not they conform to the requirements of this Subordinated
            Debt Indenture;

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

            (c) the Trustee shall not be liable with respect to any action
      taken, omitted or suffered to be taken by it in good faith in accordance
      with the direction of the holders of Securities of any series pursuant to
      Section 6.07 relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Subordinated Debt
      Indenture with respect to such Securities.

            None of the provisions of this Subordinated Debt Indenture shall be
construed as requiring the Trustee to expend or risk its own funds or otherwise
to incur any personal financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or

                                       37
<PAGE>

powers, if there shall be reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

            The provisions of this Section 7.01 are in furtherance of and
subject to Section 315 of the Trust Indenture Act of 1939.

            Section 7.02. Reliance on Documents, Opinions, etc. In furtherance
of and subject to the Trust Indenture Act of 1939, and subject to the provisions
of Section 7.01:

            (a) the Trustee may rely and shall be protected in acting or
      refraining from acting upon any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order 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 Company mentioned
      herein shall be sufficiently evidenced by an instrument signed in the name
      of the Company by any of its Presidents, its Chairman or any Vice Chairman
      of the Board or any Vice President (including any Executive or Senior Vice
      President) and its Senior Vice President-Corporate Treasury and Global
      Funding Operation or its Controller (unless other evidence in respect
      thereof be herein specifically prescribed); and any resolution of the
      Board of Directors of the Company may be evidenced to the Trustee by a
      copy thereof certified by the Secretary, an Assistant Secretary or an
      Attesting Secretary of the Company;

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

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

            (e) the Trustee shall not be liable for any action taken, omitted or
      suffered 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 Subordinated
      Debt Indenture;

            (f) the Trustee shall not be bound to make any inquiry or
      investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, note or other paper or document unless
      requested in writing so to do by the holders of a majority in aggregate
      principal amount of the Securities of any series affected then
      Outstanding; provided, however, that if the payment within a reasonable
      time to the Trustee of the costs and expenses or liabilities likely to be
      incurred by it in the making of such investigation is, in the opinion of
      the Trustee, not reasonably assured to the Trustee by the security
      conferred upon it by

                                       38
<PAGE>

      the terms of this Subordinated Debt Indenture, the Trustee may require
      reasonable indemnity against such costs, expenses or liabilities as a
      condition to so proceeding; and the reasonable expenses of such
      investigation shall be paid by the Company or, if paid by the Trustee,
      shall be repaid by the Company upon demand; and

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

            Section 7.03. No Responsibility for Recitals, etc. The recitals
contained herein and in the Securities shall be taken as the statements of the
Company (except in the Trustee's certificates of authentication), and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this Subordinated
Debt Indenture or of the Securities or Coupons; provided that the Trustee shall
not be relieved of its duty to authenticate Securities only as authorized by
this Subordinated Debt Indenture. The Trustee shall not be accountable for the
use or application by the Company of any of the Securities or of the proceeds
thereof.

            Section 7.04. Ownership of Securities. The Trustee and any agent of
the Company or of the Trustee, in its individual or any other capacity, may
become the owner or pledgee of Securities or Coupons with the same rights it
would have if it were not Trustee or such agent.

            Section 7.05. Moneys to be Held in Trust. Subject to the provisions
of Sections 4.04, 12.03 and 12.04, all moneys received by the Trustee or any
paying agent shall, until used or applied as herein provided, be held in trust
for the purposes for which they were received, but need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
paying agent shall be under any liability for interest on any moneys received by
it hereunder except such as it may agree in writing with the Company to pay
thereon. 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 Company, signed by any of its Presidents, its Chairman or
any Vice Chairman of the Board, or any Vice President (including any Executive
or Senior Vice President), the Senior Vice President-Corporate Treasury and
Global Funding Operation or Controller.

            Section 7.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
and, except as otherwise expressly provided, the Company will pay or reimburse
the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Subordinated Debt 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 Company also
covenants to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on the part
of the Trustee, arising

                                       39
<PAGE>

out of or in connection with the acceptance or administration of this trust and
its duties hereunder, including the costs and expenses of defending itself
against any claim of liability in the premises. The obligations of the Company
under this Section 7.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the satisfaction and
discharge of this Subordinated Debt Indenture.

            Section 7.07. Officers' Certificate as Evidence. Subject to the
provisions of Sections 7.01 and 7.02, whenever in the administration of the
provisions of this Subordinated Debt Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking,
omitting or suffering any action to be taken hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such Certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
omitted or suffered by it under the provisions of this Subordinated Debt
Indenture upon the faith thereof.

            Section 7.08. Indentures Not Creating Potential Conflicting
Interests for the Trustee. The following indentures are hereby specifically
described for the purposes of Section 310(b)(1) of the Trust Indenture Act of
1939: (a) this Subordinated Debt Indenture with respect to the Securities of any
other series; and (b) the indenture dated as of April 1, 1991, among the
Company, as issuer, General Electric Company, as guarantor, and Chemical Bank
(now called JPMorgan Chase Bank, N.A.), as Trustee.

            Section 7.09. Eligibility of Trustee. The Trustee hereunder shall at
all times be a corporation organized and doing business under the laws of the
United States or any State, which (a) is authorized under such laws to exercise
corporate trust powers and (b) is subject to supervision or examination by
Federal or State authority and (c) shall have at all times a combined capital
and surplus of not less than $10,000,000. If such corporation publishes reports
of condition at least annually, pursuant to law, or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 7.09, the combined capital and surplus of such corporation at any time
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section 7.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 7.10.

            The provisions of this Section 7.09 are in furtherance of and
subject to Section 310(a) of the Trust Indenture Act of 1939.

            Section 7.10. Resignation or Removal of Trustee. The Trustee, or any
Trustee or Trustees hereafter appointed, may at any time resign with respect to
any one or more or all series of Securities by giving written notice of
resignation to the Company and (i) if any Unregistered Securities of a series
affected are then Outstanding, by giving notice of such resignation to the
holders thereof, by publication at least once in an Authorized Newspaper in the
Borough of Manhattan, The City of New York, at least once in an Authorized
Newspaper in London and, if any such Unregistered Securities are listed on the
Luxembourg Stock Exchange,

                                       40
<PAGE>

at least once in an Authorized Newspaper in Luxembourg, (ii) if any Unregistered
Securities of a series affected are then Outstanding, by mailing notice of such
resignation to the holders thereof who have filed their names and addresses with
the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act of 1939, at
such addresses as were so furnished to the Trustee and (iii) by mailing notice
of such resignation to the holders of then Outstanding Registered Securities of
each series affected at their addresses as they shall appear on the registry
books of the Company. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor Trustee or Trustees with respect to the
applicable series by written instrument, in duplicate, executed in the name of
and on behalf of the Company by a duly authorized officer, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed with
respect to any series and have accepted appointment within 60 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee, or
any Securityholder who has been a bona fide holder of a Security or Securities
of the applicable series for at least six months may, subject to the provisions
of Section 6.09, 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.

            (a) In case at any time any of the following shall occur --

            (1) the Trustee shall fail to comply with the provisions of Section
      310(b) of the Trust Indenture Act of 1939 with respect to any series of
      Securities after written request therefor by the Company or by any
      Securityholder who has been a bona fide holder of a Security or Securities
      of such series for at least six months, or

            (2) the Trustee shall cease to be eligible in accordance with the
      provisions of Section 7.09 and Section 310(a) of the Trust Indenture Act
      of 1939 with respect to any series of Securities and shall fail to resign
      after written request therefor by the Company or by any such
      Securityholder, or

            (3) the Trustee shall become incapable of acting with respect to any
      series of Securities, or shall be adjudged a bankrupt or insolvent, or a
      receiver of the Trustee or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or of its
      property or affairs for the purpose of rehabilitation, conservation or
      liquidation --

then, in any such case, the Company may remove the Trustee with respect to such
series and appoint a successor Trustee with respect to such series by written
instrument, in duplicate, executed in the name of and on behalf of the Company
by a duly authorized officer, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 315(e) of the Trust Indenture Act of 1939, any
Securityholder who has been a bona fide holder of a Security or Securities of
such series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee with respect to such
series. Such court may thereupon, after such notice, if any, as it may deem

                                       41
<PAGE>

proper and prescribe, remove the Trustee and appoint a successor Trustee with
respect to such series.

            (b) The holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
at the time Outstanding may remove the Trustee with respect to the applicable
series or all series, as the case may be, and appoint with respect to the
applicable series or all series, as the case may be, a successor Trustee by
written notice of such action to the Company, the Trustee and the successor
Trustee.

            (c) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor Trustee with respect to such series
pursuant to any of the provisions of this Section 7.10 shall become effective
upon acceptance of appointment by the successor Trustee as provided in Section
7.11.

            (d) No predecessor Trustee shall be liable for the acts or omissions
of any successor Trustee.

            Section 7.11. Acceptance by Successor Trustee. Any successor Trustee
appointed as provided in Section 7.10 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee with respect to any or all applicable series 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 with respect to such series of its predecessor hereunder, with like
effect as if originally named as Trustee herein; but, nevertheless, on the
written request of the Company or of the successor Trustee, the Trustee ceasing
to act shall, upon payment (or due provision therefor) of any amounts then due
it pursuant to the provisions of Section 7.06, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers with respect to
such series of the Trustee so ceasing to act. Upon request of any such successor
Trustee, the Company shall execute any and all instruments in writing in order
more fully and certainly to vest in and confirm to such successor Trustee all
such rights and powers.

            In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Subordinated Debt
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be Trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee.

            No successor Trustee with respect to a series of Securities shall
accept appointment as provided in this Section 7.11 unless at the time of such
acceptance such

                                       42
<PAGE>

successor Trustee shall, with respect to such series, be qualified under
Section 310(b) of the Trust Indenture Act of 1939 and eligible under the
provisions of Section 7.09.

            Upon acceptance of appointment by a successor Trustee with respect
to any series as provided in this Section 7.11, the Company shall give notice
thereof (a) if any Unregistered Securities of a series affected are then
Outstanding, to the holders thereof, by publication of such notice at least once
in an Authorized Newspaper in the Borough of Manhattan, The City of New York, at
least once in an Authorized Newspaper in London and, if any such Unregistered
Securities are listed on the Luxembourg Stock Exchange, at least once in an
Authorized Newspaper in Luxembourg, (b) if any Unregistered Securities of a
series affected are then Outstanding, to the holders thereof who have filed
their names and addresses with the Trustee pursuant to Section 313(c)(2) of the
Trust Indenture Act of 1939, by mailing such notice to such holders at such
addresses as were so furnished to the Trustee (and the Trustee shall make such
information available to the Company for such purpose) and (c) to the holders of
Registered Securities of each series affected, by mailing such notice to such
holders at their addresses as they shall appear on the registry books of the
Company. If the Company fails to mail such notice within ten days after the
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be given at the expense of the Company.

            Section 7.12. Succession by Merger, etc. Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor to the Trustee hereunder, provided such corporation shall be qualified
under Section 310(b) of the Trust Indenture Act of 1939, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.

            In case at the time such successor to the Trustee shall succeed to
the trust created by this Subordinated Debt Indenture with respect to one or
more series of Securities, any of such securities shall have been authenticated
but not delivered, any such successor to the Trustee by merger, conversion or
consolidation may adopt the certificate of authentication of any predecessor
Trustee, and deliver such Security so authenticated; and in case at that time
any of such Securities shall not have been authenticated, any successor to the
Trustee may authenticate such Securities either in the name of such successor to
the Trustee or, if such successor to the Trustee is a successor by merger,
conversion or consolidation, the name of any predecessor hereunder; and in all
such cases such certificate shall have the full force which it is anywhere in
such Securities or in this Subordinated Debt Indenture provided that the
certificate of the Trustee shall have.

            Section 7.13. Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents which shall be authorized to act on
behalf of the Trustee to authenticate Securities issued upon original issue and
upon exchange, registration of transfer, partial conversion or partial
redemption or pursuant to Section 2.07 and Securities so authenticated shall be
entitled to the benefits of this Subordinated Debt Indenture and shall be valid
and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Subordinated Debt Indenture to the
authentication and delivery of

                                       43
<PAGE>

Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $10,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section 7.13,
the combined capital and surplus of such Authenticating Agent shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section 7.13, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section 7.13.

            Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section 7.13, without the execution or filing of
any paper or any further act on the part of the Trustee or the Authenticating
Agent.

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 7.13, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and (i) if any
Unregistered Securities are then Outstanding, shall publish notice of such
appointment at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, at least once in an Authorized Newspaper in
London, and, if any Unregistered Securities are listed on the Luxembourg Stock
Exchange, at least one in an Authorized Newspaper in Luxembourg and (ii) shall
mail written notice of such appointment by first-class mail, postage prepaid, to
all holders of Securities as their names and addresses appear in the Security
register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provisions of this Section 7.13.

            The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 7.13.

            If an appointment is made pursuant to this Section 7.13, the
Securities may have endorsed thereon, in addition to the Trustee's certificate
of authentication, an alternative certificate of authentication in the following
form:

                                       44
<PAGE>

Dated:

            This is one of the Notes referred to in the within-mentioned
Subordinated Debt Indenture.

                                            JPMORGAN CHASE BANK, N.A.,
                                                 As Trustee

                                            [AUTHENTICATING AGENT],
                                                 As Authenticating Agent

                                            By:________________________,
                                                 Authorized Signatory

                                 ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

            Section 8.01. Action by Securityholders. Whenever in this
Subordinated Debt Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Securities of any or all series
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 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 Nine, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

            Section 8.02. Proof of Execution by Securityholders. Subject to the
provisions of Sections 7.01, 7.02 and 9.05, the execution of any instrument by a
Securityholder or his agent or proxy may be proved in the following manner: The
fact and date of the execution by any holder of any instrument may be proved by
the certificate of any notary public or other officer of any jurisdiction
authorized to take acknowledgements of deeds or administer oaths that the Person
executing such instruments acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary or
other such officer. Where such execution is by or on behalf of any legal entity
other than an individual, such certificate or affidavit shall also constitute
sufficient proof of the authority of the Person executing the same. The fact of
the holding by any holder of an Unregistered Security, and the identifying
number of such Security and the date of his holding the same, may be proved by
the production of such Security or by a certificate executed by any trust
company, bank, banker or recognized securities dealer wherever situated
satisfactory to the Trustee if such certificate shall be deemed by the

                                       45

<PAGE>

Trustee to be satisfactory. Each such certificate shall be dated and shall state
that on the date thereof a Security of such series bearing a specified
identifying number was deposited with or exhibited to such trust company, bank,
banker or recognized securities dealer by the Person named in such certificate.
Any such certificate may be issued in respect of one or more Unregistered
Securities of one or more series specified therein. The holding by the Person
named in any such certificate of any Unregistered Securities of any series
specified therein shall be presumed to continue for a period of one year from
the date of such certificate unless at the time of any determination of such
holding (1) another certificate bearing a later date issued in respect of the
same Securities shall be produced, or (2) the Security specified in such
certificate shall be produced by some other Person, or (3) the Security
specified in such certificate shall have ceased to be Outstanding. Subject to
Sections 7.01 and 7.02, the fact and date of the execution of any such
instrument and the amount and numbers of Securities held by the Person so
executing such instrument and the amount and numbers of any Security or
Securities may also be proven in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee for the relevant series or in
any other manner which the Trustee for such series may deem sufficient.

            The ownership of Registered Securities shall be proved by the
registry books of the Company or by a certificate of the Person designated by
the Company to act as repository in accordance with the provisions of Section
2.06.

            The record of any Securityholders' meeting shall be proved in the
manner provided in Section 9.07.

            The Company may set a record date for purposes of determining the
identity of holders of Registered Securities of any series entitled to vote or
consent to any action referred to in Section 8.01, which record date may be set
at any time or from time to time by notice to the Trustee, for any date or dates
(in the case of any adjournment or reconsideration) not more than 60 days nor
less than five days prior to the proposed date of such vote or consent, and
thereafter, notwithstanding any other provisions hereof, with respect to
Registered Securities of any series, only holders of Registered Securities of
such series of record on such record date shall be entitled to so vote or give
such consent or revoke such vote or consent.

            Section 8.03. Who are Deemed Absolute Owners. The Company, the
Trustee and any agent of the Company or of the Trustee may deem the Person in
whose name any Registered Security shall be registered upon the books of the
Company to be, and may treat such Person as, the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notation
of ownership or other writing thereon) for the purpose of receiving payment of
or on account of the principal of, premium, if any, and interest, if any, on
such Security and for all other purposes; and neither the Company nor the
Trustee nor any agent of the Company or of the Trustee shall be affected by any
notice to the contrary. The Company, the Trustee and any agent of the Company or
the Trustee may treat the holder of the Unregistered Security and the holder of
any Coupon as the absolute owner of such Unregistered Security or Coupon
(whether or not such Unregistered Security or Coupon shall be overdue) for the
purpose of receiving payment thereof or on account thereof and for all other
purposes and neither the Company, the Trustee, nor any agent of the Company or
the Trustee shall be affected by any notice to the contrary. All such payments
so made to any holder for the time being, or

                                       46

<PAGE>

upon his 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 or Coupon.

            Section 8.04. Company-Owned Securities Disregarded. In determining
whether the holders of the requisite aggregate principal amount of Securities
have concurred in any demand, request, notice, direction, consent or waiver
under this Subordinated Debt Indenture, Securities which are owned by the
Company or any other obligor on the Securities with respect to which such
determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Securities with respect to which such determination is
being made shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination; provided, that for the purposes of determining
whether the Trustee shall be protected in relying on any such demand, request,
notice, direction consent or waiver, only Securities which a Responsible Officer
of the Trustee 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 8.04 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right to vote such Securities and that the pledgee
is not a Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company of any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.

            Section 8.05. Revocation of Consents; Future Holders Bound. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Securities of any or all series, as the case
may be, specified in this Subordinated Debt Indenture in connection with such
action, any holder of a Security which is shown by the evidence to be included
in the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee at its principal office and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns such
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 of such Security, 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 NINE

                            SECURITYHOLDERS' MEETINGS

            Section 9.01. Purposes of Meetings. A meeting of holders of
Securities of any or all series may be called at any time and from time to time
pursuant to the provisions of this Article Nine for any of the following
purposes:

            (1) to give any notice to the Company or to the Trustee, or to give
      any directions to the 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
      Six;

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<PAGE>

            (2) to remove the Trustee and nominate a successor Trustee pursuant
      to the provisions of Article Seven;

            (3) to consent to the execution of an indenture or indentures
      supplemental hereto pursuant to the provisions of Section 10.02; or

            (4) to take any other action authorized to be taken by or on behalf
      of the holders of any specified aggregate principal amount of the
      Securities of any or all series, as the case may be, under any other
      provision of this Subordinated Debt Indenture or under applicable law.

            Section 9.02. Call of Meeting by Trustee. The Trustee may at any
time call a meeting of holders of Securities of any or all series to take any
action specified in Section 9.01, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of the holders of
Securities of any or all series, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given (i) if any Unregistered Securities of a series affected are then
Outstanding, by giving notice of such meeting to the holders thereof, by
publication at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York, at least once in an Authorized Newspaper in
London, and, if any such Unregistered Securities are listed on the Luxembourg
Stock Exchange, at least one in an Authorized Newspaper in Luxembourg, (ii) if
any Unregistered Securities of a series affected are then Outstanding, by
mailing notice of such a meeting to the holders thereof who have filed their
names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust
Indenture Act of 1939 at such addresses as were so furnished to the Trustee and
(iii) by mailing notice of such meeting to the holders of then Outstanding
Registered Securities of each series affected at their addresses as they shall
appear on the registry books of the Company. Such notice shall be given not less
than 10 nor more than 90 days prior to the date fixed for the meeting.

            Section 9.03. Call of Meeting by Company or Securityholders. In case
at any time a duly authorized officer of the Company in the name of and on
behalf of the Company or the holders of at least ten percent in aggregate
principal amount of the Securities then Outstanding of any series that may be
affected by the action proposed to be taken at the meeting, shall have requested
the Trustee to call a meeting of the holders of Securities of all series that
may be so affected, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have given
the notice of such meeting within 20 days after receipt of such request, then
the Company or such Securityholders, in the amount specified above, may
determine the time and the place for such meeting and may call such meeting to
take any action authorized in Section 9.01, by giving notice thereof as provided
in Section 9.02.

            Section 9.04. Qualifications for Voting. To be entitled to vote at
any meeting of Securityholders, a Person shall (a) be a holder of one or more
Securities with respect to which such meeting is being held or (b) be a Person
appointed by an instrument in writing as proxy by a holder of one or more such
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

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<PAGE>

their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

            Section 9.05. Quorum; Adjourned Meetings. The Persons entitled to
vote a majority in aggregate principal amount of the Securities of the relevant
series at the time Outstanding shall constitute a quorum for the transaction of
all business specified in Section 9.01. No business shall be transacted in the
absence of a quorum (determined as provided in this Section 9.05). In the
absence of a quorum within 30 minutes after the time appointed for any such
meeting, the meeting shall, if convened at the request of the holders of
Securities (as provided in Section 9.03), be dissolved. In any other case the
meeting shall be adjourned for a period of not less than ten days as determined
by the chairman of the meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting shall be further adjourned for a period of not
less than ten days as determined by the chairman of the meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 9.02,
except that such notice need be published only once and must be mailed or
published not less than five days prior to the date on which the meeting is
schedule to be reconvened.

            Subject to the foregoing, at the second reconvening of any meeting
adjourned for lack of a quorum, the Persons entitled to vote 25% in aggregate
principal amount of the Securities of the relevant series then Outstanding shall
constitute a quorum for the taking of any action set forth in the notice of the
original meeting. Notice of the reconvening of an adjourned meeting shall state
expressly the percentage of the aggregate principal amount of the Securities of
the relevant series then Outstanding which shall constitute a quorum.

            At a meeting or any adjourned meeting duly convened and at which a
quorum is present as aforesaid, any resolution and all matters (except as
limited by the proviso in Section 10.02) shall be effectively passed and decided
if passed or decided by the Persons entitled to vote the lesser of (a) a
majority in aggregate principal amount of the Securities of the relevant series
then Outstanding and (b) 75% in aggregate principal amount of the Securities
represented and voting at the meeting.

            Any holder of a Security who has executed in person or by proxy and
delivered to the Trustee an instrument in writing complying with the provisions
of Article Eight shall be deemed to be present for the purposes of determining a
quorum and be deemed to have voted; provided that such holder of a Security
shall be considered as present or voting only with respect to the matters
covered by such instrument in writing.

            Section 9.06. Regulations. Notwithstanding any other provisions of
this Subordinated Debt Indenture, the 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. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner specified
in Section 8.02 and the appointment of any proxy shall be proved in the manner
specified in Section 8.02.

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<PAGE>

            The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 9.03, in which case the
Company 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 8.04, at any meeting each
holder of Securities with respect to which such meeting is being held or proxy
for such holder shall be entitled to one vote for each $1,000 (or the equivalent
thereof in any foreign or composite currency) of principal amount (in the case
of Original Issue Discount Securities, such principal amount to be determined as
provided in the definition of "Security or Securities; Outstanding" in Section
1.01) of such Securities held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any such 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 such Securities held by him or instruments in writing as aforesaid
duly designating him as the Person to vote on behalf of other such
Securityholders. Any meeting of holders of Securities with respect to which a
meeting was duly called pursuant to the provisions of Section 9.02 or 9.03 may
be adjourned from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

            Section 9.07. Voting. The vote upon any resolution submitted to any
meeting of holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such holder of Securities or of their representatives by proxy and the principal
amount (in the case of Original Issue Discount Securities, such principal amount
to be determined as provided in the definition of "Security or Securities;
Outstanding" in Section 1.01) held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record 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 and setting
forth a copy of the notice of the meeting and showing that said notice was given
as provided in Section 9.02. The record will show the principal amount of the
Securities (in the case of Original Discount Securities, such principal amount
to be determined as provided in the definition of "Security or Securities;
Outstanding" in Section 1.01) 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
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

            Any record so signed and verified shall be conclusive evidence of
the matters therein stated.

            Section 9.08. No Delay of Rights by Meeting. Nothing in this Article
Nine shall be deemed or construed to authorize or permit, by reason of any call
of a meeting of

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<PAGE>

Securityholders of any or all series or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the
Securityholders of any or all such series under any of the provisions of this
Subordinated Debt Indenture or of the Securities.

                                  ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

            Section 10.01. Supplemental Indentures without Consent of
Securityholders. The Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for one or more
of the following purposes:

            (a) to evidence the succession of another corporation to the
      Company, or successive successions, and the assumption by the successor
      corporation of the covenants, agreements and obligations of the Company
      pursuant to Article Eleven;

            (b) to add to the covenants of the Company such further covenants,
      restrictions or conditions for the protection of the holders of all or any
      series of Securities or Coupons appertaining to Unregistered Securities
      (and if such covenants are to be for the benefit of less than all
      Securities, stating that such covenants are expressly being included for
      the benefit of such series) as a duly authorized officer of the Company,
      on behalf of the Company, and the Trustee shall consider to be for the
      protection of the holders of such Securities or Coupons, 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 several remedies
      provided in this Subordinated Debt Indenture as herein set forth;
      provided, however, that in respect of any such additional covenant,
      restriction or condition such supplemental indenture 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 Trustee upon such default;

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

            (d) to establish the forms or terms of Securities of any series or
      of the Coupons appertaining to such Securities as permitted by Sections
      2.01 and 2.02;

            (e) 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 Subordinated Debt

                                       51

<PAGE>

      Indenture which shall not adversely affect the interests of the holders of
      any Outstanding Securities or Coupons; and

            (f) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series or to add to or change any of the provisions of this
      Subordinated Debt Indenture as shall be necessary to provide for or
      facilitate the administration of the trusts hereunder by more than one
      Trustee, pursuant to the requirements of Section 7.11.

            The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, 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 Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Subordinated Debt Indenture or otherwise.

            Any supplemental indenture authorized by the provisions of this
Section 10.01 may be executed by the Company and the Trustee without the consent
of the holders of any of the Securities at the time Outstanding, notwithstanding
any of the provisions of Section 10.02.

            Section 10.02. Supplemental Indentures with Consent of
Securityholders. With the consent (evidenced as provided in Sections 8.01 and
8.02) of the holders of not less than 66-2/3% in aggregate principal amount of
the Outstanding Securities of each series (each series voting as a class) (in
the case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition of "Security or Securities;
Outstanding" in Section 1.01) affected by such supplemental indenture at the
time Outstanding, the Company and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Subordinated Debt Indenture or of any supplemental indenture
or modifying in any manner the rights of the holders of the Outstanding
Securities of each such series or the Coupons appertaining to such Securities;
provided, however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Outstanding Security, or reduce the rate or extend the
time of payment of interest, if any, thereon, or reduce the principal amount or
premium, if any, thereof, or make the principal thereof or premium, if any, or
interest, if any, thereon payable in any coin or currency other than that
provided in any Outstanding Security or Coupon, or impair the right of any
holder of a Security to institute suit for any such payment, or reduce the
amount of the principal of an Outstanding Original Issue Discount Security that
would be due and payable upon an acceleration of the maturity thereof pursuant
to Section 6.01 or adversely affect the right of repayment, if any, at the
option of the holder, or extend the time, or reduce the amount of any payment to
any sinking fund or analogous obligation relating to any Security, (ii) reduce
the percentage in principal amount of Outstanding Securities of any series, the
holders of which are required to consent to any such supplemental indenture or
any waiver of any past default or Event of Default pursuant to Section 6.07 or
(iii) modify any provision of Section 6.07 or 10.02 (except to increase any such
percentage or to provide that certain other provisions of this Subordinated Debt
Indenture cannot be modified or waived without the consent of the holder of each
Security so affected) without, in the case of each of the foregoing clauses (i),
(ii) and (iii), the consent of the holder of each Security so affected. A
supplemental

                                       52

<PAGE>

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

            Upon the request of the Company and upon the filing with the Trustee
of evidence of the consent of Securityholders as aforesaid, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Subordinated Debt Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such supplemental indenture.

            It shall not be necessary for the consent of the Securityholders
under this Section 10.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

            Section 10.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Ten shall comply with the Trust Indenture Act of 1939
as then in effect. Upon the execution of any supplemental indenture pursuant to
the provisions of this Article Ten, this Subordinated Debt Indenture shall be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Subordinated Debt Indenture of the Trustee, the Company 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 Subordinated Debt Indenture for any and
all purposes.

            Section 10.04. Notation on Securities. Securities authenticated and
delivered after the execution of any supplemental indenture pursuant to the
provisions of this Article Ten may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company or the Trustee shall so determine, new Securities of any series so
modified as to conform, in the opinion of the Trustee and a duly authorized
officer of the Company, to any modification of this Subordinated Debt Indenture
contained in any such supplemental indenture may be prepared and executed by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of such series then Outstanding.

            Section 10.05. Evidence of Compliance of Supplemental Indenture to
be Furnished Trustee. The Trustee, subject to the provisions of Sections 7.01
and 7.02, shall be entitled to 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 Ten.

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<PAGE>

                                 ARTICLE ELEVEN

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

            Section 11.01. Company May Not Consolidate, etc., Except Under
Certain Conditions. The Company covenants that it will not merge or consolidate
with any other Person or sell, convey, transfer or otherwise dispose of all or
substantially all of its assets to any other Person, unless (i) either the
Company shall be the continuing corporation, or the successor Person (if other
than the Company) shall be a corporation organized and existing under the laws
of the United States of America or a State thereof and such corporation shall
expressly assume the due and punctual payment of the principal of, and premium,
if any, and interest, if any, on all the Outstanding Securities and Coupons, if
any, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Subordinated Debt
Indenture to be performed by the Company by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation and
(ii) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, conveyance,
transfer or other disposition, be in default in the performance of any such
covenant or condition. In the event of any such sale, conveyance (other than by
way of lease), transfer or other disposition, the predecessor company may be
dissolved, wound up and liquidated at any time thereafter.

            Section 11.02. Successor Corporation to be Substituted. In case of
any such consolidation, merger, sale, conveyance (other than by way of lease),
transfer or other disposition, and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the Company,
and the Company shall be relieved of any further obligation under this
Subordinated Debt Indenture and under the Outstanding Securities and Coupons, if
any. Such successor corporation thereupon may cause to be signed, and may issue
either in its own name or in the name of General Electric Capital Corporation,
any or all of the Securities issuable hereunder together with any Coupons
appertaining thereto which theretofore shall not have been signed by the Company
and delivered to the Trustee; and, upon the order of such successor corporation,
instead of the Company, and subject to all the terms, conditions and limitations
in this Subordinated Debt Indenture prescribed, the Trustee shall authenticate
and deliver any Securities together with any Coupons appertaining thereto which
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to the Trustee for
that purpose. All the Securities so issued together with any Coupons
appertaining thereto shall in all respects have the same legal rank and benefit
under this Subordinated Debt Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Subordinated Debt
Indenture as though all of such Securities and Coupons appertaining thereto had
been issued at the date of the execution hereof.

            In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Securities and Coupons thereafter to be issued as
may be appropriate.

                                       54

<PAGE>

            Section 11.03. Documents to be Given Trustee. The Trustee, subject
to the provisions of Sections 7.01 and 7.02, shall be entitled to receive an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article Eleven.

                                 ARTICLE TWELVE

                     SATISFACTION AND DISCHARGE OF INDENTURE

            Section 12.01. Discharge of Indenture. When (a) the Company shall
deliver to the Trustee for cancellation all Securities theretofore authenticated
and all unmatured Coupons appertaining thereto (other than any Securities or
Coupons which shall have been destroyed, lost or stolen or in lieu of or in
substitution for which other Securities or Coupons shall have been authenticated
and delivered, or which shall have been paid, pursuant to the provisions of
Section 2.07) and not theretofore canceled or (b) all the Securities and all
unmatured Coupons appertaining thereto not theretofore canceled or delivered to
the 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
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of
the Securities and Coupons appertaining thereto (other than any (i) Securities
or Coupons which shall have been mutilated, destroyed, lost or stolen and in
lieu of or in substitution for which other Securities or Coupons shall have been
authenticated and delivered, or which shall have been paid pursuant to the
provisions of Section 2.07 or (ii) Securities or Coupons for whose payment money
has theretofore been deposited in trust and thereafter repaid to the Company as
provided in Section 12.04) not theretofore canceled or delivered to the Trustee
for cancellation, including principal, premium, if any, and interest, if any,
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Subordinated
Debt Indenture shall cease to be of further effect (except as to (i) rights of
registration of transfer and exchange of Securities, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii) rights of
holders to receive payments of principal thereof and interest thereon, and
remaining rights of the holders to receive mandatory sinking fund payments, if
any, (iv) the rights, obligations and immunities of the Trustee hereunder and
(v) the rights of the Securityholders as beneficiaries hereof with respect to
the property so deposited with the Trustee payable to all or any of them), and
the Trustee, on demand of the Company accompanied by an Officers' Certificate
and an Opinion of Counsel and at the cost and expense of the Company, shall
execute proper instruments acknowledging satisfaction of and discharging this
Subordinated Debt Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Subordinated Debt Indenture or
the Securities or Coupons appertaining thereto.

            Section 12.02. Deposited Moneys to be Held in Trust by Trustee. All
moneys deposited with the Trustee pursuant to the provisions of Section 12.01
shall be held in trust and applied by it to the payment, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities or Coupons for

                                       55

<PAGE>

payment or redemption of which such moneys have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest, if any.

            Section 12.03. Paying Agent to Repay Moneys Held. Upon the
satisfaction and discharge of this Subordinated Debt Indenture, all moneys then
held by any paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company, be repaid to it or paid to the Trustee, and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

            Section 12.04. Return of Unclaimed Moneys. Any moneys, deposited
with or paid to the Trustee for payment of the principal of, premium, if any, or
interest, if any, on any Securities or Coupons appertaining thereto and not
applied but remaining unclaimed by the holders of such Securities or Coupons for
two years after the date upon which the principal of, premium, if any, or
interest, if any, on such Securities or Coupons, as the case may be, shall have
become due and payable, shall be repaid to the Company by the Trustee upon
direction of the Company; and the holder of any such Securities or Coupons shall
thereafter look only to the Company for any payment which such holder may be
entitled to collect.

                                ARTICLE THIRTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

            Section 13.01. Indenture and Securities Solely Corporate
Obligations. No recourse for the payment of the principal of, premium, if any,
or interest, if any, on any Security or any Coupon appertaining thereto, or for
any claim based thereon or otherwise in respect thereof, and no recourse under
or upon any obligation, covenant or agreement of the Company in this
Subordinated Debt Indenture or in any supplemental indenture, or in any Security
or Coupon, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor 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 Subordinated Debt Indenture and the
issue of the Securities and Coupons appertaining thereto.

                                ARTICLE FOURTEEN

                                  SUBORDINATION

            Section 14.01. Agreement To Subordinate. The Company agrees, and
each Securityholder by accepting a Security agrees, that the indebtedness
evidenced by the Securities is subordinated in right of payment, to the extent
and in the manner provided in this Article Fourteen, to the prior payment of all
Senior Indebtedness, and that such subordination is for the benefit of and
enforceable by the holders of Senior Indebtedness. Only obligations of the
Company which are Senior Indebtedness shall rank senior to the Securities in
accordance with

                                       56
<PAGE>

the provisions set forth herein. All provisions of this Article Fourteen shall
be subject to Section 14.11.

            Section 14.02. Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets of the Company to creditors upon a total
or partial liquidation or a total or partial dissolution of the Company or in a
bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to the Company or its respective properties:

            (1) holders of Senior Indebtedness shall be entitled to receive
      payment in full of the Senior Indebtedness before the holders of
      Securities shall be entitled to receive any payment of principal of or
      interest on or other amounts with respect to the Securities; and

            (2) until the Senior Indebtedness is paid in full, any distribution
      to which the holders of Securities would be entitled but for this Article
      Fourteen shall be made to holders of Senior Indebtedness as their
      interests may appear, except that holders of Securities may receive shares
      of stock and any debt securities that are subordinated to Senior
      Indebtedness to at least the same extent as the Securities and do not
      provide for the payment of principal prior to the Stated Maturity of all
      Senior Indebtedness.

            Section 14.03. Default on Senior Indebtedness. The Company may not
pay the principal of or interest on or other amounts with respect to the
Securities, make any deposit pursuant to Section 4.04 or repurchase, redeem or
otherwise retire any Securities (collectively, "pay the Securities") if (i) any
Senior Indebtedness is not paid when due and payable or (ii) any other default
on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is
accelerated in accordance with its terms unless, in either case, (x) the default
has been cured or waived and any such acceleration has been rescinded or (y)
such Senior Indebtedness has been paid in full.

            Section 14.04. When Distributions Must Be Paid Over. If a
distribution is made to the holders of Securities that because of this Article
Fourteen should not have been made to them, the holders of Securities who
receive the distribution shall hold it in trust for holders of Senior
Indebtedness and pay it over to them as their interests may appear.

            Section 14.05. Subrogation. After all Senior Indebtedness is paid in
full and until the Securities are paid in full, holders of Securities shall be
subrogated to the rights of holders of Senior Indebtedness to receive
distributions applicable to Senior Indebtedness. A distribution made under this
Article Fourteen to holders of Senior Indebtedness which otherwise would have
been made to holders of Securities is not, as between the Company and holders of
Securities, a payment by the Company on Senior Indebtedness.

            Section 14.06. Relative Rights. This Article Fourteen defines the
relative rights of holders of Securities and holders of Senior Indebtedness.
Nothing in this Subordinated Debt Indenture shall:

            (1) impair, as between the Company and holders of Securities, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of and interest on or other amounts with respect to the
      Securities in accordance with their terms; or

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            (2) prevent the Trustee or any holder of Securities from exercising
      its available remedies upon an Event of Default, subject to the rights of
      holders of Senior Indebtedness to receive distributions otherwise payable
      to holders of Securities.

            Section 14.07. Subordination May Not Be Impaired by Company. No
right of any holder of Senior Indebtedness to enforce the subordination of the
indebtedness evidenced by the Securities shall be impaired by any act or failure
to act by the Company or by the failure of the Company to comply with this
Subordinated Debt Indenture.

            Section 14.08. Rights of Trustee and Paying Agent. Notwithstanding
Section 14.03, the Trustee or paying agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than two
Business Days prior to the date of such payment, an officer of the Trustee
responsible for the administration of this Subordinated Debt Indenture receives
notice satisfactory to it in accordance with Section 15.03 that payments may not
be made under this Article Fourteen. The Company, the Security registrar or
co-registrar, the paying agent, a Representative or a holder of Senior
Indebtedness may give the notice; provided, however, that, if an issue of Senior
Indebtedness has a Representative, only the Representative, rather than a holder
of Senior Indebtedness, may give the notice. The Trustee shall be entitled to
assume that any prohibition on the right of the Company to pay the Securities
provided for in this Article Fourteen has not terminated unless an officer of
the Trustee responsible for the administration of this Subordinated Debt
Indenture receives written notice of such termination in accordance with Section
15.03 from any of the Persons specified in the foregoing sentence.

            The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. The
Security registrar and co-registrar and the paying agent may do the same with
like rights. The Trustee shall be entitled to all the rights set forth in this
Article Fourteen with respect to any Senior Indebtedness, which may at any time
be held by it, to the same extent as any other holder of Senior Indebtedness;
and nothing in Article Seven shall deprive the Trustee of any of its rights as
such holder. Nothing in this Article Fourteen shall apply to claims of, or
payments to, the Trustee under or pursuant to Article Seven.

            Section 14.09. Distribution or Notice to Representative. Whenever a
distribution is to be made or a notice given to holders of Senior Indebtedness,
the distribution may be made and the notice given to their Representatives (if
any).

            Section 14.10. Article Fourteen Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article Fourteen shall not be
construed as preventing the occurrence of an Event of Default. Nothing in this
Article Fourteen shall have any effect on the right of the holders of Securities
or the Trustee to accelerate the maturity of the Securities.

            Section 14.11. Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money held in trust
under Section 7.05 or 12.02 by the Trustee or any paying agent for the payment
of principal of and interest or other amounts on the Securities shall not be
subordinated to the prior payment of any Senior Indebtedness, or

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<PAGE>

subject to the restrictions set forth in this Article Fourteen, and none of the
Trustee, any paying agent or the holders of Securities shall be obligated to pay
over any such amount to the Company, any holder of Senior Indebtedness, any
Representative or any other creditor of the Company.

            Section 14.12. Trustee Entitled to Rely. Upon any payment or
distribution pursuant to this Article Fourteen, the Trustee and the holders of
Securities shall be entitled to rely (i) upon any order or decree of a court of
competent jurisdiction in which any proceedings of the nature referred to in
Section 14.02 are pending, (ii) upon a certificate of the liquidating trustee or
agent or other Person making such payment or distribution to the Trustee or to
the holders of Securities or (iii) upon the Representatives for the holders of
Senior Indebtedness or upon the holders of Senior Indebtedness for which there
are no Representatives for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness, and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Fourteen. In the event that the
Trustee determines, in good faith, that further evidence is required with
respect to the right of any Person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Fourteen,
the Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article Fourteen and, if such evidence is not furnished, the Trustee
may defer any payment to such Person pending judicial determination as to the
right of such Person to receive such payment.

            Section 14.13. Trustee To Effectuate Subordination. Each holder of
Securities by accepting a Security authorizes and directs the Trustee on his
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the holders of Securities and the holders
of Senior Indebtedness as provided in this Article Fourteen and appoints the
Trustee as attorney-in-fact for any and all such purposes.

            Section 14.14. Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee, in its capacity as Trustee or paying agent hereunder,
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be liable in either capacity to any such holders if
it shall mistakenly pay over or distribute to holders of Securities, the
Company, or any other Person, money or assets to which any holders of Senior
Indebtedness shall be entitled by virtue of this Article Fourteen or otherwise.

            Section 14.15. Reliance by Holders of Senior Indebtedness on
Subordination Provisions. Each holder of Securities by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and are
intended to be, an inducement and a consideration to each holder of any Senior
Indebtedness whether such Senior Indebtedness was created or acquired before or
after the issuance of the Securities, to acquire and continue to hold, or to
continue to hold, such Senior Indebtedness and such holder of Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Senior Indebtedness.

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                                ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

            Section 15.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Subordinated Debt
Indenture contained by the Company shall bind its successors and assigns whether
so expressed or not.

            Section 15.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Subordinated Debt Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company 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 Company.

            Section 15.03. Addresses for Notices, etc. Any notice or demand
which by any provision of this Subordinated Debt Indenture is required or
permitted to be given or served by the Trustee or by the holders of Securities
or Coupons on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until another
address is filed by the Company with the Trustee) to General Electric Capital
Corporation, 260 Long Ridge Road, Stamford, Connecticut 06927, Attention Senior
Vice President-Corporate Treasury and Global Funding Operation. Any notice,
direction, request or demand by any holder of Securities or Coupons or the
Company to or upon the Trustee shall be deemed to have been sufficiently given
or made, for all purposes, if given or made in writing and (i) deposited (first
class postage prepaid) in a post office letter box, (ii) transmitted by
facsimile transmission or (iii) delivered by courier, in any event addressed and
delivered to the principal corporate trust office of the Trustee and to the
attention of its corporate trust office, which address at the date of execution
of this Subordinated Debt Indenture is 4 New York Plaza, 15th Floor, New York,
New York 10004, Attention: Institutional Trust Services.

            Section 15.04. New York Contract. This Subordinated Debt Indenture
and each Security, including any Coupons appertaining thereto, shall be deemed
to be a contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.

            Section 15.05. Evidence of Compliance with Conditions Precedent.
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Subordinated Debt Indenture, the Company
shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any, provided for in this Subordinated Debt 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 Subordinated Debt
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Subordinated Debt Indenture 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 opinion
contained in

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<PAGE>

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 15.06. Legal Holidays. Except as may be otherwise provided
with respect to any Tranche or series of Securities, in any case where the date
of payment of interest, if any, on or principal of, or premium, if any, on the
Securities or the date fixed for redemption or repayment of any Security or
Coupon will not be a Business Day, then payment of such interest, if any, on or
principal of or premium, if any, on the Securities need not be made on such date
but may be made on the next succeeding Business Day, with the same force and
effect as if made on the date of maturity or date fixed for redemption or
repayment, and no interest shall accrue for the period from and after such date.

            Section 15.07. Securities in a Specified Currency Other Than
Dollars. Unless otherwise specified as contemplated by Section 2.02 with respect
to a particular series of Securities, whenever for purposes of this Subordinated
Debt Indenture any action may be taken by the holders of a specified percentage
in aggregate principal amount of Securities of all series or all series affected
by a particular action at the time Outstanding and, at such time, there are
Outstanding any Securities of any series which are denominated in a Specified
Currency other than Dollars (including Euros), then the principal amount of
Securities of such series which shall be deemed to be Outstanding for the
purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount of such Specified Currency at the Market Exchange Rate.
For purposes of this Section 15.07, Market Exchange Rate shall mean the noon
Dollar buying rate in The City of New York for cable transfers of the Specified
Currency published by the Federal Reserve Bank of New York. If such Market
Exchange Rate is not available for any reason with respect to such Specified
Currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal Reserve Bank of New York or quotations
from one or more major banks in The City of New York or in the City of London,
England or such other quotations as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Securities of a series denominated in a Specified Currency
other than Dollars in connection with any action taken by holders of Securities
pursuant to the terms of this Subordinated Debt Indenture, including, without
limitation, any determination contemplated in Section 6.01(d) or (e).

            All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Securityholders.

            Section 15.08. Trust Indenture Act to Control. If and to the extent
that any provision of this Subordinated Debt Indenture limits, qualifies or
conflicts with the duties imposed by, or with another provision (an
"incorporated provision") included in this Subordinated Debt Indenture by
operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act of
1939, such imposed duties or incorporated provision shall control.

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<PAGE>

            Section 15.09. Table of Contents, Headings, etc. The table of
contents and the titles and headings of the articles and sections of this
Subordinated Debt 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 15.10. Execution in Counterparts. This Subordinated Debt
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 15.11. Separability. In case any provision in this
Subordinated Debt Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                                       62
<PAGE>

                                   SIGNATURES

            IN WITNESS WHEREOF, the parties hereto have caused this Subordinated
Debt Indenture to be duly executed, all as of the date first written above.

                                           GENERAL ELECTRIC CAPITAL CORPORATION

                                           By: ________________________________
                                               Name:
                                               Title:

                                           JPMORGAN CHASE BANK, N.A.,
                                                as Trustee

                                           By: ________________________________
                                               Name:
                                               Title:

<PAGE>

STATE OF CONNECTICUT        )
                            ) SS:
COUNTY OF FAIRFIELD         )

            On the ____th day of _____________, 2005, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is an Authorized Person of GENERAL ELECTRIC CAPITAL CORPORATION, one of
the corporations described in and which executed the foregoing instrument, and
that he signed his name thereto by like authority.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              __________________________________
                                                          Notary Public

                                              Commission expires _________

<PAGE>

STATE OF NEW YORK           )
                            ) SS:
COUNTY OF NEW YORK          )

            On the ___th day of ________, 2005, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he is a _____________ of JPMORGAN CHASE BANK, N.A., one of the corporations
described in and which executed the foregoing instrument, and that he signed his
name thereto by like authority.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                              __________________________________
                                                          Notary Public

                                              Commission expires _________

                                        2