<PAGE>

                                                                    Exhibit 4.10



                          BANK OF AMERICA CORPORATION

                         ______________________________




                         ______________________________


                                    INDENTURE

                           Dated as of October 1, 2001

                         ______________________________



                              THE BANK OF NEW YORK


                                   as Trustee

                         ______________________________


                       JUNIOR SUBORDINATED DEBT SECURITIES

<PAGE>

TIE-SHEET

         of provisions of Trust Indenture Act of 1939 with Indenture dated as of
October 1, 2001 between Bank of America Corporation and The Bank of New York, as
Trustee:

<TABLE>
ACT SECTION   INDENTURE SECTION
<S>                                                    <C>
310(a)(1)................................................................. 6.09
(a)(2).................................................................... 6.09
310(a)(3)................................................................. N.A.
(a)(4).................................................................... N.A.
310(b).................................................6.08; 6.10(a)(b) and (d)
310(c).................................................................... N.A.
311(a) and (b)............................................................ 6.13
311(c).................................................................... N.A.
312(a)........................................................... 4.01; 4.02(a)
312(b) and (c)................................................. 4.02(b) and (c)
313(a)................................................................. 4.04(a)
313(b)(1)................................................................. N.A.
313(b)(2)................................................................. N.A.
313(c).................................................................... N.A.
313(d).................................................................4.04(b)
314(a).................................................................... 4.03
314(b).................................................................... N.A.
314(c)(1) and (2).........................................................13.06
314(c)(3)................................................................. N.A.
314(d).................................................................... N.A.
314(e)................................................................... 13.06
314(f).................................................................... N.A.
315(a)(c) and (d)......................................................... 6.01
315(b).................................................................... 5.08
315(e).................................................................... 5.09
316(a)(1)............................................................5.01; 5.07
316(a)(2)...............................................................Omitted
316(a) last sentence...................................................... 7.04
316(b).................................................................... 5.04
317(a).................................................................... 5.02
317(b)................................................................. 3.04(a)
318(a)....................................................................13.08
</TABLE>


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





<PAGE>

                               TABLE OF CONTENTS

                                    ARTICLE 1
                                   DEFINITIONS

<TABLE>
<S>                                                                                 <C>
SECTION 1.01.   Definitions ......................................................    1

                                       ARTICLE 2
                                      SECURITIES

SECTION 2.01.   Forms Generally ..................................................    7
SECTION 2.02.   Form of Trustee's Certificate of Authentication ..................    8
SECTION 2.03.   Amount Unlimited; Issuable in Series .............................    8
SECTION 2.04.   Authentication and Dating ........................................   10
SECTION 2.05.   Date and Denomination of Securities ..............................   11
SECTION 2.06.   Execution of Securities ..........................................   13
SECTION 2.07.   Exchange and Registration of Transfer of Securities ..............   13
SECTION 2.08.   Mutilated, Destroyed, Lost or Stolen Securities ..................   14
SECTION 2.09.   Temporary Securities .............................................   15
SECTION 2.10.   Cancellation of Securities Paid, etc .............................   15
SECTION 2.11.   Global Securities ................................................   16
SECTION 2.12.   CUSIP Numbers ....................................................   17
SECTION 2.13.   Extension of Interest Payment Period .............................   17

                                       ARTICLE 3
                            PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.   Payment of Principal, Premium and Interest .......................   18
SECTION 3.02.   Offices for Notices and Payments, etc ............................   19
SECTION 3.03.   Appointments to Fill Vacancies in Trustee's Office ...............   19
SECTION 3.04.   Provision as to Paying Agent .....................................   19
SECTION 3.05.   Certificate to Trustee ...........................................   20
SECTION 3.06.   Compliance with Consolidation Provisions .........................   20
SECTION 3.07.   Limitation on Dividends ..........................................   20
SECTION 3.08.   Covenants as to Trusts ...........................................   21
SECTION 3.09.   Calculation of Original Issue Discount ...........................   22

                                       ARTICLE 4
              SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.   Securityholders' Lists ...........................................   22
SECTION 4.02.   Preservation and Disclosure of Lists .............................   22
SECTION 4.03.   Reports by Company ...............................................   23
SECTION 4.04.   Reports by the Trustee ...........................................   24

                                       ARTICLE 5
                      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

SECTION 5.01.   Events of Default ................................................   24
SECTION 5.02.   Payment of Securities on Default; Suit Therefor ..................   26
SECTION 5.03.   Application of Moneys Collected by Trustee .......................   28
SECTION 5.04.   Proceedings by Securityholders ...................................   29
SECTION 5.05.   Proceedings by Trustee ...........................................   30
</TABLE>

                                       i

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                               <C>
SECTION 5.06.    Remedies Cumulative and Continuing ............................. 30
SECTION 5.07.    Direction of Proceedings and Waiver of Defaults by Majority of
                 Securityholders ................................................ 30
SECTION 5.08.    Notice of Defaults and Nonpayments ............................. 31
SECTION 5.09.    Undertaking to Pay Costs ....................................... 31

                                   ARTICLE 6
                            CONCERNING THE TRUSTEE

SECTION 6.01.    Duties and Responsibilities of Trustee ......................... 32
SECTION 6.02.    Reliance on Documents, Opinions, etc ........................... 33
SECTION 6.03.    No Responsibility for Recitals, etc ............................ 34
SECTION 6.04.    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                 Registrar May Own Securities ................................... 34
SECTION 6.05.    Moneys to be Held in Trust ..................................... 35
SECTION 6.06.    Compensation and Expenses of Trustee ........................... 35
SECTION 6.07.    Officers' Certificate as Evidence .............................. 35
SECTION 6.08.    Conflicting Interest of Trustee ................................ 36
SECTION 6.09.    Eligibility of Trustee ......................................... 36
SECTION 6.10.    Resignation or Removal of Trustee .............................. 36
SECTION 6.11.    Acceptance by Successor Trustee ................................ 37
SECTION 6.12.    Succession by Merger, etc ...................................... 38
SECTION 6.13.    Limitation on Rights of Trustee as a Creditor .................. 39
SECTION 6.14.    Authenticating Agents .......................................... 39

                                   ARTICLE 7
                        CONCERNING THE SECURITYHOLDERS

SECTION 7.01.    Action by Securityholders ...................................... 41
SECTION 7.02.    Proof of Execution by Securityholders .......................... 41
SECTION 7.03.    Who Are Deemed Absolute Owners ................................. 42
SECTION 7.04.    Securities Owned by Company Deemed Not Outstanding ............. 42
SECTION 7.05.    Revocation of Consents; Future Holders Bound ................... 42

                                   ARTICLE 8
                           SECURITYHOLDERS' MEETINGS

SECTION 8.01.    Purposes of Meetings ........................................... 43
SECTION 8.02.    Call of Meetings by Trustee .................................... 43
SECTION 8.03.    Call of Meetings by Company or Securityholders ................. 43
SECTION 8.04.    Qualifications for Voting ...................................... 44
SECTION 8.05.    Regulations .................................................... 44
SECTION 8.06.    Voting ......................................................... 44

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

SECTION 9.01.    Supplemental Indentures without Consent of Securityholders ..... 45
SECTION 9.02.    Supplemental Indentures with Consent of Securityholders ........ 47
SECTION 9.03.    Compliance with Trust Indenture Act; Effect of Supplemental
                 Indentures ..................................................... 48
</TABLE>

                                       ii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                      <C>
SECTION 9.04.      Notation on Securities .............................................. 48
SECTION 9.05.      Evidence of Compliance of Supplemental Indenture to be
                   Furnished Trustee ................................................... 48

                                         ARTICLE 10
                      CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01      Company May Consolidate, etc., on Certain Terms ..................... 49
SECTION 10.02      Successor Corporation to be Substituted for Company ................. 49
SECTION 10.03      Opinion of Counsel to be Given Trustee .............................. 49

                                         ARTICLE 11
                           SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01      Discharge of Indenture .............................................. 50
SECTION 11.02      Deposited Moneys and U.S. Government Obligations to be Held in
                   Trust by Trustee .................................................... 50
SECTION 11.03      Paying Agent to Repay Moneys Held ................................... 51
SECTION 11.04      Return of Unclaimed Moneys .......................................... 51
SECTION 11.05      Defeasance Upon Deposit of Moneys or U.S. Government Obligations..... 51

                                         ARTICLE 12
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01      Indenture and Securities Solely Corporate Obligations ............... 53

                                         ARTICLE 13
                                  MISCELLANEOUS PROVISIONS

SECTION 13.01      Successors .......................................................... 53
SECTION 13.02      Official Acts by Successor Corporation .............................. 53
SECTION 13.03      Surrender of Company Powers ......................................... 53
SECTION 13.04      Addresses for Notices, etc .......................................... 53
SECTION 13.05      Governing Law ....................................................... 54
SECTION 13.06      Evidence of Compliance with Conditions Precedent .................... 54
SECTION 13.07      Legal Holidays ...................................................... 54
SECTION 13.08      Trust Indenture Act to Control ...................................... 54
SECTION 13.09      Table of Contents, Headings, etc .................................... 55
SECTION 13.10      Execution in Counterparts ........................................... 55
SECTION 13.11      Separability ........................................................ 55
SECTION 13.12      Assignment .......................................................... 55
SECTION 13.13      Acknowledgment of Rights ............................................ 55

                                         ARTICLE 14
                                  REDEMPTION OF SECURITIES

SECTION 14.01      Applicability of Article ............................................ 56
SECTION 14.02      Notice of Redemption; Selection of Securities ....................... 56
SECTION 14.03      Payment of Securities Called for Redemption ......................... 57
</TABLE>

                                      iii

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
                                   ARTICLE 15
                           SUBORDINATION OF SECURITIES

SECTION 15.01.    Agreement to Subordinate ..................................... 57
SECTION 15.02.    Default on Senior Obligations ................................ 58
SECTION 15.03.    Liquidation; Dissolution; Bankruptcy ......................... 58
SECTION 15.04.    Subrogation .................................................. 59
SECTION 15.05.    Trustee to Effectuate Subordination .......................... 60
SECTION 15.06.    Notice by the Company ........................................ 60
SECTION 15.07.    Rights of the Trustee; Holders of Senior Obligations.......... 61
SECTION 15.08.    Subordination May Not Be Impaired ............................ 61
</TABLE>

                                       iv

<PAGE>

     THIS INDENTURE, dated as of October 1, 2001, between BANK OF AMERICA
CORPORATION, a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Trustee"),

                              W I T N E S S E T H :

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issue from time to time of its subordinated unsecured debentures, notes or
other evidence 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 by the Company and, to provide the terms and conditions upon which
the Securities are to be authenticated, issued and delivered, the Company has
duly authorized the execution of this Indenture; and

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

     NOW, THEREFORE:

     In consideration of the premises, and the purchase of the Securities by the
holders thereof, the Company covenants and agrees with the Trustee for the equal
and proportionate benefit of the respective holders from time to time of the
Securities or of a series thereof, as follows:

                                    ARTICLE 1

                                   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 Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "Securities Act"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in the Trust Indenture Act and in the
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,

<PAGE>

controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

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

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

     "Board of Directors" shall mean the Board of Directors or the Executive
Committee or any other duly authorized designated officers of the Company.

     "Board Resolution" shall mean a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of
Directors or by a committee acting under authority of or appointment by the
Board of Directors and to be in full force and effect on the date of such
certification.

     "Business Day" shall mean, with respect to any series of Securities, any
day other than a day on which federal or state banking institutions in New York,
New York, or Charlotte, North Carolina, are authorized or obligated by law,
executive order or regulation to close.

     "Capital Securities" shall mean undivided preferred beneficial interests in
the assets of a Trust having the liquidation value specified in a supplemental
indenture.

     "Capital Securities Guarantee" shall mean any guarantee that the Company
may enter into with the Trustee or other Persons that operate directly or
indirectly for the benefit of holders of Capital Securities of a Trust.

     "Certificate" shall mean a certificate signed by the Chief Executive
Officer, President, Chief Financial Officer, any Vice President, Treasurer,
Assistant Treasurer or Associate General Counsel of the Company (each, an
"Authorized Officer").

     "Commission" shall mean the Securities and Exchange Commission.

     "Common Securities" shall mean undivided common beneficial interests in
the assets of a Trust having the liquidation value specified in a supplemental
indenture.

     "Common Securities Guarantee" shall mean any guarantee that the Company may
enter into with any Person or Persons that operates directly or indirectly for
the benefit of holders of Common Securities of a particular Trust.

     "Company" shall mean Bank of America Corporation, a Delaware corporation,
and, subject to the provisions of Article 10, shall include its successors and
assigns.

                                        2

<PAGE>

     "Company Common Stock" shall mean the Common Stock of the Company or any
other class of stock resulting from changes or reclassifications of such Common
Stock consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. Subject to the anti-dilution
provisions of any convertible Security, however, shares of Company Common Stock
issuable on conversion of a Security shall include only shares of the class
designated as Common Stock of the Company at the date of the supplemental
indenture, Board Resolution or other instrument authorizing such Security or
shares of any class or classes resulting from any reclassification or
reclassifications thereof and which have no preference in respect of the payment
of dividends or the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which are not subject
to redemption by the Company, provided that if at any time there shall be more
than one such resulting class, the shares of each such class then so issuable
shall be substantially in the proportion which the total number of shares of
such class resulting from all such reclassifications bears to the total number
of shares of such classes resulting from all such reclassifications.

     "Compounded Interest" shall have the meaning set forth in Section 2.13.

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

     "Declaration", with respect to a specific Trust, shall mean the Amended and
Restated Declaration of Trust of that Trust or the equivalent governing
instrument of a Trust.

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

     "Deferred Interest" shall have the meaning set forth in Section 2.13.

     "Depositary" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency pursuant to
Section 17A of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or other applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.04 or 2.11.

     "Event of Default" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 2.13.

     "Global Security" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "Indenture" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, or
both, and shall include the form and terms of particular series of Securities
established as contemplated hereunder.

                                        3

<PAGE>

         "Interest" shall mean, when used with respect to non-interest bearing
Securities, interest payable after maturity.

         "Interest Payment Date", when used with respect to any installment of
interest on a Security of a particular series, shall mean the date specified in
such Security or in a Board Resolution or in an indenture supplemental hereto
with respect to such series as the fixed date on which an installment of
interest with respect to Securities of that series is due and payable.

         "Maturity Date" shall mean the date on which any Securities mature and
on which the principal shall be due and payable together with all accrued and
unpaid interest thereon.

         "Mortgage" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "Nonpayment" shall have the meaning set forth in Section 5.08.

         "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and delivered to the Trustee. Each such certificate shall
include the statements provided for in Section 13.06 if and to the extent
provided by the provisions of such Section.

         "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel to the Company, or may be other
counsel satisfactory to the Trustee.

         "Original Issue Date" of any Security (or any portion thereof) shall
mean the earlier of (a) the date of such Security or (b) the date of any
Security (or portion thereof) for which such Security was issued (directly or
indirectly) on registration of transfer, exchange or substitution of the first
such Security.

         "Original Issue Discount Security" shall mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 5.01.

         The term "outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 7.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

                  (a)   Securities theretofore canceled by the Trustee or the
                        Authenticating Agent 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, or portions thereof,
                        are to be redeemed prior to maturity thereof, notice of
                        such redemption shall have been given as provided in

                                       4

<PAGE>

                  Article 14 or provision satisfactory to the Trustee shall have
                  been made for giving such notice; and

             (c)  Securities paid pursuant to Section 2.08 or in lieu of or in
                  substitution for which other Securities shall have been
                  authenticated and delivered pursuant to the terms of Section
                  2.08 unless proof satisfactory to the Company and the Trustee
                  is presented that any such Securities are held by bona fide
                  holders in due course.

         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, 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 5.01.

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt and as that evidenced by
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

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

         "Property Trustee" has the meaning set forth in the Declaration of the
applicable Trust.

         "Responsible Officer", when used with respect to the Trustee, shall
mean the chairman and vice chairman of the board of directors, the chairman or
vice chairman of the executive committee of the board of directors, the
president, any vice president, any assistant vice president, the cashier, any
assistant cashier, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, any senior trust officer, any trust officer, the
controller, any assistant controller 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.

         "Security" or "Securities" shall have the meaning stated in the first
recital of this Indenture and more particularly means any and all debentures,
notes or other evidence of indebtedness authenticated and delivered under this
Indenture.

         "Securityholder", "holder of Securities", or other similar terms, shall
mean any person in whose name at the time a particular Security is registered on
the register kept by the Company or the Trustee for that purpose in accordance
with the terms hereof.

                                       5

<PAGE>

         "Senior Obligations" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of such
obligor for money borrowed or purchased and similar obligations (whether or not
denominated as senior or subordinated), and (B) indebtedness evidenced by
securities, debentures, bonds or other similar instruments (whether or not
denominated as senior or subordinated) issued by such obligor; (ii) all capital
lease obligations of such obligor; (iii) all obligations of such obligor issued
or assumed as the deferred purchase price of property, all conditional sale
obligations of such obligor and all obligations of such obligor under any title
retention agreement (but excluding trade accounts payable arising in the
ordinary course of business); (iv) all obligations of such obligor for the
reimbursement on any letter of credit, banker's acceptance or similar credit
transaction; (v) all obligations of the Company arising from off-balance sheet
guarantees by the Company and direct credit substitutes and obligations of the
Company associated with derivative products such as interest and foreign
exchange rate contracts, commodity contracts, swap agreements (including
interest rate and foreign exchange swap agreements), cap agreements, floor
agreements, collar agreements, interest rate agreements, foreign exchange rate
agreements, options, commodity futures contracts and commodity option contracts;
(vi) all obligations and financial instruments of the type referred to in
clauses (i) through (v) of other Persons for the payment of which such obligor
is responsible or liable as obligor, guarantor or otherwise; and (vii) all
obligations of the type referred to in clauses (i) through (vi) of other Persons
secured by any lien on any property or asset of such obligor (whether or not
such obligation is assumed by such obligor), except for (1) any such
indebtedness that is by its terms subordinated to or pari passu with the
Securities, and (2) any indebtedness between or among such obligor and its
Affiliates, including all other debt securities and guarantees in respect of
those debt securities, which is issued to (x) any Trust or trustee for such
Trust, or (y) any other trust, or a trustee of such trust, partnership or other
entity affiliated with the Company or its predecessor entities which is a
financing vehicle of the Company or its predecessor entities (a "Financing
Entity") in connection with the issuance by such Financing Entity of Capital
Securities.

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

         "Trust" shall mean each of the BAC Capital Trust I, BAC Capital Trust
II, BAC Capital Trust III and BAC Capital Trust IV, each a Delaware business
trust, as well as any other similar trust created for the purpose of issuing
Trust Securities in connection with the issuance of Securities under this
Indenture.

                                       6

<PAGE>

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939 as in
force at the date of execution of this Indenture, except as provided in Section
9.03.

         "Trust Securities" shall mean the Common Securities and the Capital
Securities of a Trust or any equivalent security issued by a Trust.

         "Trustee" shall mean The Bank of New York, and, subject to the
provisions of Article 6 hereof, shall also include its successors and assigns as
Trustee hereunder. The term "Trustee" as used with respect to a particular
series of the Securities shall mean the trustee with respect to that series.

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

         "Vice President" when used with respect to the Company or the Trustee
shall mean any vice president, whether or not designated by a number or word or
words added before or after the title "vice president," including any Executive
or Senior Vice President.

         "Yield to Maturity" shall mean the yield to maturity on a series of
Securities, calculated at the time of issuance of such series of Securities, or
if applicable, at the most recent redetermination of interest on such series and
calculated in accordance with accepted financial practice.

                                   ARTICLE 2

                                   SECURITIES

         SECTION 2.01.     Forms Generally.

         The Securities of each series shall be in substantially the form as
shall be authorized by or pursuant to (1) a Board Resolution and as set forth in
an Officers' Certificate of the Company or (2) one or more indentures
supplemental hereto, in each case with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may be required to comply
with any law or with any rules made pursuant thereto or with any rules of any
securities exchange or all as may, consistently

                                       7

<PAGE>

herewith, be determined by the officers executing such Securities, as evidenced
by their execution of the Securities.

         In the event the Securities are issued in definitive form pursuant to
this Indenture, such Securities shall be typewritten, printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

         SECTION 2.02.  Form of Trustee's Certificate of Authentication.

         The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.

                                             The Bank of New York
                                             as Trustee

                                             By_________________________________
                                              Authorized Signatory

         SECTION 2.03.  Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture or otherwise by the Company is unlimited.

         The Securities may be issued in one or more series up to the aggregate
principal amount of securities of that series from time to time authorized by or
pursuant to a Board Resolution of the Company or pursuant to one or more
indentures supplemental hereto. Prior to the initial issuance of Securities of
any series, there shall be established in or pursuant to a Board Resolution of
the Company and set forth in an Officers' Certificate of the Company or
established in one or more indentures supplemental hereto:

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

                  (2) any limit upon the aggregate principal amount of the
                      Securities of the series which may be authenticated and
                      delivered under this Indenture (except for Securities
                      authenticated and delivered upon registration of transfer
                      of, or in exchange for, or in lieu of, other Securities of
                      the series pursuant to Section 2.07, 2.08, 2.09 or 14.03);

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

                                       8

<PAGE>

                  (4)   the rate or rates at which the Securities of the series
                        shall bear interest, if any, or the method by which such
                        interest may be determined; whether the interest rate is
                        fixed or floating; the interest payment period (whether
                        quarterly, semi-annual or otherwise); the date or dates
                        from which such interest shall accrue, the Interest
                        Payment Dates on which such interest shall be payable or
                        the manner of determination of such Interest Payment
                        Dates and the record dates for the determination of
                        holders to whom interest is payable on any such Interest
                        Payment Dates;

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

                  (6)   the right, if any, to extend the interest payment
                        periods and the duration of such extension;

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

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

                  (9)   if other than in denominations of $25 and any integral
                        multiple thereof, the denominations in which Securities
                        of the series shall be issuable;

                  (10)  if other than the principal amount thereof, the portion
                        of the principal amount of Securities of the series
                        which shall be payable upon declaration of acceleration
                        of the maturity thereof pursuant to Section 5.01 or
                        provable in bankruptcy pursuant to Section 5.02;

                  (11)  any Events of Default with respect to the Securities of
                        a particular series, if not set forth herein;

                  (12)  the form of the Securities of the series including the
                        form of the Certificate of Authentication of such
                        series;

                  (13)  any trustee, authenticating or paying agents, warrant
                        agents, transfer agents or registrars with respect to
                        the Securities of such series;

                  (14)  whether the Securities of the series shall be issued in
                        whole or in part in the form of one or more Global
                        Securities and, in such case, the Depositary for such
                        Global Security or Securities, and whether beneficial
                        owners of interests in any such Global Securities may
                        exchange such

                                       9

<PAGE>

                        interests for other Securities of such series in the
                        manner provided in Section 2.07, and the manner and the
                        circumstances under which and the place or places where
                        any such exchanges may occur if other than in the manner
                        provided in Section 2.07, and any other terms of the
                        series relating to the global nature of the Global
                        Securities of such series and the exchange, registration
                        or transfer thereof and the payment of any principal
                        thereof, or interest or premium, if any, thereon;

                  (15)  any right of the Company to shorten or extend the
                        Maturity Date of the Securities of such series, as well
                        as the method for determining a Maturity Date;

                  (16)  any subordination terms of the Securities of a series
                        which may be different from those contained in Article
                        15; and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution or in any such indenture supplemental hereto.

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

         SECTION 2.04.   Authentication and Dating.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Securities to or upon the
written order of the Company, signed by any Authorized Officer, without any
further action by the Company hereunder. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon:

                  (1)   a copy of any Board Resolution or Resolutions 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;

                  (3)   an Officers' Certificate setting forth the form and
                        terms of the Securities as required pursuant to Sections
                        2.01 and 2.03, respectively; and

                                       10

<PAGE>

          (4)  an Opinion of Counsel which shall also state:

               (a)  that the form of such Securities has been established by or
                    pursuant to a Board Resolution or by a supplemental
                    indenture as permitted by Section 2.01 in conformity with
                    the provisions of this Indenture;

               (b)  that the terms of such Securities have been established by
                    or pursuant to a Board Resolution or by a supplemental
                    indenture as permitted by Section 2.03 in conformity with
                    the provisions of this Indenture;

               (c)  that such Securities, when authenticated and delivered by
                    the Trustee and issued by the Company in the manner and
                    subject to any conditions specified in such Opinion of
                    Counsel, will constitute valid and legally binding
                    obligations of the Company;

               (d)  that all laws and requirements in respect of the execution
                    and delivery by the Company of the Securities have been
                    complied with in all material respects and that
                    authentication and delivery of the Securities by the Trustee
                    will not violate the terms of the Indenture; and

               (e)  such other matters as the Trustee may reasonably request.

     The Trustee shall have the right to decline to authenticate and deliver any
Securities under this Section if the Trustee, being advised by counsel,
determines that such action 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 vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

     SECTION 2.05. Date and Denomination of Securities.

     The Securities shall be issuable as registered Securities without coupons
and in such denominations as shall be specified or established under Section
2.03. In the absence of any such specification pursuant to Section 2.03 with
respect to the Securities of any series, the Securities of a series shall be
issuable in the denominations of $25 and any multiple thereof. The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers of the Company executing the same may
determine with the approval of the Trustee as evidenced by the execution and
authentication thereof.

     Every Security shall be dated the date of its authentication, shall bear
interest, if any, from such date and shall be payable on such dates, in each
case, as contemplated by Section 2.03. The interest installment on any Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date for Securities of that series shall be paid to the Person in whose
name said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment. In
the event that any Security of a particular series or portion thereof is called
for redemption and the redemption date

                                       11

<PAGE>

is subsequent to a regular record date with respect to any Interest Payment Date
and prior to such Interest Payment Date, interest on such Security will be paid
upon presentation and surrender of such Security as provided in Section 3.02.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Security of the same series
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
registered holder on the relevant regular record date by virtue of having been
such holder; and such Defaulted Interest shall be paid by the Company, at its
election, as provided in clause (1) or clause (2) below:

          (1) The Company may make payment of any Defaulted Interest on
     Securities to the Persons in whose names such Securities (or their
     respective Predecessor Securities) are registered at the close of business
     on a special record date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner: the Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each such Security and the date of the proposed payment, and at the same
     time the Company shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a special record date for the payment of such Defaulted Interest
     which shall not be more than 15 nor less than 10 days prior to the date of
     the proposed payment and not less than 10 days after the receipt by the
     Trustee of the notice of the proposed payment. The Trustee shall promptly
     notify the Company of such special record date and, in the name and at the
     expense of the Company, shall cause notice of the proposed payment of such
     Defaulted Interest and the special record date therefor to be mailed, first
     class postage prepaid, to each Securityholder at his or her address as it
     appears in the Security Register (as hereinafter defined), not less than 10
     days prior to such special record date. Notice of the proposed payment of
     such Defaulted Interest and the special record date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names such Securities (or their respective Predecessor Securities)
     are registered on such special record date and shall be no longer payable
     pursuant to the following clause (2).

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

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date established for such
series

                                       12

<PAGE>

pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is
the first day of a month, or the last day of the month immediately preceding the
month in which an Interest Payment Date established for such series pursuant to
Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth
day of a month, whether or not such date is a Business Day.

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

     SECTION 2.06. Execution of Securities.

     The Securities shall be signed in the name and on behalf of the Company by
the manual or facsimile signature of its Chief Executive Officer, President or
one of its Vice-Presidents and, at the option of the Company, may be attested by
the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries, under its corporate seal which may be affixed thereto or printed,
engraved or otherwise reproduced thereon, by facsimile or otherwise, and which
need not be attested. Only such Securities as shall bear thereon a certificate
of authentication substantially in the form hereinbefore recited, executed by
the Trustee or the Authenticating Agent, shall be entitled to the benefits of
this Indenture or be valid or obligatory for any purpose. Such certificate by
the Trustee or the Authenticating Agent 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 Indenture.

     In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.

     SECTION 2.07. Exchange and Registration of Transfer of Securities.

     Subject to Section 2.05, Securities of any series may be exchanged for a
like aggregate principal amount of Securities of the same series of other
authorized denominations. Securities to be exchanged may be surrendered at the
principal corporate trust office of the Trustee or at any office or agency to be
maintained by the Company for such purpose as provided in Section 3.02, and the
Company or the Trustee shall execute and register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in
exchange therefor the Security or Securities which the Securityholder making the
exchange shall be entitled to receive. Upon due presentment for registration of
transfer of any Security of any series at the principal corporate trust office
of the Trustee or at any office or agency of the Company maintained for such
purpose as provided in Section 3.02, the Company or the Trustee shall execute
and register

                                       13

<PAGE>

and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a new
Security or Securities of the same series for a like aggregate principal amount.
Registration or registration of transfer of any Security by the Trustee or by
any agent of the Company appointed pursuant to Section 3.02, and delivery of
such Security, shall be deemed to complete the registration or registration of
transfer of such Security.

     The Company or the Trustee shall keep, at the Principal Office of the
Trustee, a register for each series of Securities issued hereunder in which,
subject to such reasonable regulations as it may prescribe, the Company or the
Trustee shall register all Securities and shall register the transfer of all
Securities as in this Article 2 provided. Such register shall be in written form
or in any other form capable of being converted into written form within a
reasonable time.

     All Securities presented for registration of transfer or for exchange or
payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent 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 or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

     The Company or the Trustee shall not be required to exchange or register a
transfer of (a) any Security for a period of 15 days next preceding the date of
selection of Securities of such series for redemption, or (b) any Securities of
any series selected, called or being called for redemption in whole or in part,
except in the case of any Securities of any series to be redeemed in part, the
portion thereof not so to be redeemed.

     SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its request the
Trustee shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Security, or in lieu of and in substitution for the Security
so destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and 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
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

     The Trustee may authenticate any such substituted Security and deliver the
same upon the written request or authorization of any officer of the Company.
Upon the issuance of any substituted Security, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses connected therewith.
In case any Security which has matured or is about to mature or has been called
for redemption in full shall become mutilated or be destroyed, lost or stolen,
the Company

                                       14

<PAGE>

may, instead of issuing a substitute Security, pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company and 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 to the Trustee of the destruction, loss or theft of such
Security and of the ownership thereof.

     Every substituted Security of any series issued pursuant to the provisions
of this Section 2.08 by virtue of the fact that any such Security is destroyed,
lost or stolen shall constitute an additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities of the same series duly
issued hereunder. All Securities shall be held and owned upon the express
condition that, to the extent permitted by applicable law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.09. Temporary Securities.

     Pending the preparation of definitive Securities of any series the Company
may execute and the Trustee shall authenticate and make available for delivery
temporary Securities (typed, printed or lithographed). Temporary Securities
shall be issuable in any authorized denomination, and substantially in the form
of the definitive Securities 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 executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary
Securities of such series may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.02, and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange for such temporary Securities a like aggregate principal
amount of such definitive Securities. Such exchange shall be made by the Company
at its own expense and without any charge therefor except that in case of any
such exchange involving a registration of transfer the Company may require
payment of a sum sufficient to cover any tax, fee or other governmental charge
that may be imposed in relation thereto. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series authenticated
and delivered hereunder.

     SECTION 2.10. Cancellation of Securities Paid, etc.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer, shall, if surrendered to the Company or any paying
agent, be surrendered to the Trustee and promptly cancelled by it, or, if
surrendered to the Trustee or any

                                       15

<PAGE>

Authenticating Agent, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall deliver all cancelled Securities to
the Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

     SECTION 2.11. Global Securities.

     (a) If the Company shall establish pursuant to Section 2.03 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, one or more Global Securities that (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the outstanding Securities of such series, (ii)
shall be registered in the name of the Depositary or its nominee, (iii) shall be
delivered by the Trustee to the Depositary or pursuant to the Depositary's
instruction and (iv) shall bear a legend substantially to the following effect:

     This Security is a global security within the meaning of the
     Indenture hereinafter referred to and is registered in the name
     of a Depositary or a nominee of a Depositary. This Security is
     not exchangeable for Securities registered in the name of a
     person other than the Depositary or its nominee, except in the
     limited circumstances described in the Indenture, and no transfer
     of this Security (other than a transfer of this Security as a whole
     by the Depositary to a nominee of the Depositary or by a nominee of
     the Depositary to the Depositary or another nominee of the
     Depositary) may be registered except in the limited circumstances
     described in the Indenture.

     (b) Notwithstanding the provisions of Section 2.07, the Global Security of
a series may be transferred, in whole but not in part and in the manner provided
in Section 2.07, only to another nominee of the Depositary for such series, or
to a successor Depositary for such series selected or approved by the Company or
to a nominee of such successor Depositary.

     (c) If at any time the Depositary for a series of the Securities notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or if at any time the Depositary for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.07, the Trustee will authenticate and make
available for delivery the Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security of such series in
exchange for such Global Security. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by a
Global Security and that the

                                       16

<PAGE>

provisions of this Section 2.11 shall no longer apply to the Securities of such
series. In such event the Company will execute and subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and make available for delivery the Securities
of such series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.

     So long as the system of registration described in this Section 2.11 is in
effect, the Depositary, or its nominee, will be considered the sole owner of the
Securities and (a) the records of the Depositary will be determinative for all
purposes and (b) neither the Company, the Trustee nor any paying agent, Security
registrar or transfer agent for such Securities will have any responsibility or
liability for (i) any aspect of the records relating to or payments made on
account of owners of beneficial interests in the Securities of such series, (ii)
maintaining, supervising or reviewing any records relating to such beneficial
interests, (iii) receipt of notices, voting and requesting or directing the
Trustee to take, or not to take, or consenting to, certain actions hereunder, or
(iv) the records and procedures of the Depositary.

     SECTION 2.12. CUSIP Numbers.

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

     SECTION 2.13. Extension of Interest Payment Period.

     The Company shall have the right, at any time and from time to time during
the term of any series of the Securities, to defer payments of interest by
extending the interest payment period of all Securities of that series for that
number of periods established and described in a supplemental indenture or Board
Resolution establishing the series (the "Extended Interest Payment Period"),
during which Extended Interest Payment Period no interest shall be due and
payable; provided that no Extended Interest Payment Period may extend beyond the
         -------- ----
Maturity Date. To the extent permitted by applicable law, interest, the payment
of which has been deferred because of the extension of the interest payment
period pursuant to this Section 2.13, will bear interest thereon at the rate of
interest specified in the applicable Security compounded periodically for each
interest payment period of the Extended Interest Payment Period

                                       17

<PAGE>

("Compounded Interest"). At the end of the Extended Interest Payment Period, the
Company shall pay all interest accrued and unpaid on the Notes, including any
Compounded Interest (together, "Deferred Interest"), together with all other
amounts due thereon, that shall be payable to the Holders of the Notes in whose
names the Notes are registered in the Security Register on the first record date
after the end of the Extended Interest Payment Period. Before the termination of
any Extended Interest Payment Period, the Company may further extend such
period, provided that such period together with all such further extensions
thereof shall not exceed the maximum Extended Interest Payment Period
established and described in the supplemental indenture or Board Resolution
establishing a series of Securities, or extend beyond the Maturity Date of the
Notes. Upon the termination of any Extended Interest Payment Period and upon the
payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period. No interest shall be due and payable during an
Extended Interest Payment Period, except at the end thereof, but the Company may
prepay at any time all or any portion of the interest accrued during an Extended
Interest Payment Period.

     (a) If the Property Trustee (as defined in the Declaration) is the only
registered holder of the Notes at the time the Company selects an Extended
Interest Payment Period, the Company shall give written notice to the Regular
Trustees (as defined in the Declaration), the Property Trustee and the Trustee
of its selection of such Extended Interest Payment Period one Business Day
before the earlier of (i) the next succeeding date on which Distributions on the
Trust Securities issued by the Trust are payable, or (ii) the date the Trust is
required to give notice of the record date, or the date such Distributions are
payable, to the New York Stock Exchange or any other exchange upon which the
Securities or Trust Securities are listed or other applicable self-regulatory
organization or to holders of the Capital Securities issued by the Trust, but in
any event at least one Business Day before such record date.

     (b) If the Property Trustee is not the only holder of the Notes at the time
the Company selects an Extended Interest Payment Period, the Company shall give
the holders of the Securities and the Trust Securities and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the record or
payment date of such interest payment to the New York Stock Exchange or any
other exchange upon which the Securities or Trust Securities are listed or other
applicable self-regulatory organization or to holders of the Securities.

     (c) The interest payment period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 2.13 shall be counted as one of the
interest payment periods permitted in computing the maximum Extended Interest
Payment Period.

                                   ARTICLE 3

                      PARTICULAR COVENANTS OF THE COMPANY.

     SECTION 3.01. Payment of Principal, Premium and Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on

                                       18

<PAGE>

each of the Securities of that series at the place, at the respective times and
in the manner provided in such Securities. Each installment of interest on the
Securities of any series may be paid by mailing checks for such interest payable
to the order of the holders of Securities entitled thereto as they appear on the
registry books of the Company.

     SECTION 3.02. Offices for Notices and Payments, etc.

     So long as any of the Securities remains outstanding, the Company will
maintain in New York, New York, an office or agency where the Securities of each
series may be presented for payment, an office or agency where the Securities of
that series may be presented for registration of transfer and for exchange as in
this Indenture provided and an office or agency where notices and demands to or
upon the Company in respect of the Securities of that series or of this
Indenture may be served. The Company will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until otherwise designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.03, any such office or agency
for all of the above purposes shall be the office or agency of the Trustee. In
case the Company shall fail to maintain any such office or agency in New York,
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 corporate trust office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside New York, New York, where the
Securities may be presented for registration of transfer and for exchange in the
manner provided in this Indenture, and the Company may from time to time rescind
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 any such office or agency in New York, New
York, for the purposes above mentioned. The Company will give to the Trustee
prompt written notice of any such designation or rescission thereof.

     SECTION 3.03. 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 6.10, a Trustee, so
that there shall at all times be a Trustee hereunder.

     SECTION 3.04. 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 series, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall agree
with the Trustee, subject to the provision of this Section 3.04,

               (1)  that it will hold all sums held by it as such agent for the
                    payment of the principal of and premium, if any, or
                    interest, if any, on the Securities of such series (whether
                    such sums have been paid to it by the Company or by any
                    other obligor on the Securities of such

                                       19

<PAGE>

                    series) in trust for the benefit of the holders of the
                    Securities of such series; and

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

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

     (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Trustee or any paying agent hereunder, as
required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained.

     (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

     SECTION 3.05. Certificate to Trustee.

     The Company will deliver to the Trustee on or before 120 days after the end
of each fiscal year in each year, so long as Securities of any series are
outstanding hereunder, a Certificate stating that in the course of the
performance by the signers of their duties as officers of the Company they would
normally have knowledge of any default by the Company in the performance of any
covenants contained herein, stating whether or not they have knowledge of any
such default and, if so, specifying each such default of which the signers have
knowledge and the nature thereof.

     SECTION 3.06. Compliance with Consolidation Provisions.

     The Company will not, while any of the Securities remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other company unless the provisions of
Article 10 are complied with.

     SECTION 3.07. Limitation on Dividends.

     (a) If Securities are held by a Trust or a trustee of such trust in
connection with the issuance of Trust Securities by such Trust and (i) there
shall have occurred and be continuing

                                       20

<PAGE>

any event that would constitute an Event of Default or Nonpayment or (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or Common Securities Guarantee relating to such
Trust, then:

         (x) the Company shall not declare or pay any dividend on, make any
distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) purchases or acquisitions
of shares of its common stock in connection with the satisfaction by the Company
of its obligations under any employee benefit plans, (ii) as a result of a
reclassification of its capital stock or the exchange or conversion of one class
or series of Company capital stock for another class or series of its capital
stock or (iii) the purchase of fractional interests in shares of its capital
stock pursuant to an acquisition or the conversion or exchange provisions of
such capital stock or security being converted or exchanged) or make any
guarantee payments with respect to the foregoing, and

         (y) the Company shall not make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities
(including guarantees) issued by the Company which rank pari passu with or
junior to such Securities.

         (b) If the Company shall exercise its right to defer payment of
interest as provided in Section 2.13, and such Extended Interest Payment Period
is continuing, then (a) the Company shall not declare or pay any dividend on,
make any distributions with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock or make any
guarantee payment with respect thereto (other than (i) purchases or acquisitions
of shares of its common stock in connection with the satisfaction by the Company
of its obligations under any employee benefit plans, (ii) as a result of a
reclassification of its capital stock or the exchange or conversion of one class
or series of Company capital stock for another class or series of Company
capital stock or (iii) the purchase of fractional interests in shares of its
capital stock pursuant to an acquisition or the conversion or exchange
provisions of such capital stock or security being converted or exchanged) or
make any guarantee payments with respect thereto and (b) the Company shall not
make any payment of interest, principal or premium, if any, on or repay,
repurchase or redeem any debt securities (including guarantees) issued by the
Company which rank pari passu with or junior to the Securities.

         SECTION 3.08. Covenants as to Trusts.

         In the event Securities are issued to a Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such Trust, for so
long as such Trust Securities remain outstanding, the Company will (i) maintain
100% direct or indirect ownership of the Common Securities of such Trust, (ii)
use its reasonable efforts to cause such Trust (a) to remain a business trust,
except in connection with a distribution of Securities, the redemption of all of
the Trust Securities of such Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such Trust, and (b) to
otherwise continue not to be treated as an association taxable as a corporation
or partnership for United States federal income tax purposes and (iii) use its
reasonable efforts to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Securities.

                                       21

<PAGE>

         SECTION 3.09. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of any original issue
discount (including daily rates and accrual periods) accrued on outstanding
Securities as of the end of such year.

                                   ARTICLE 4

       SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.

         SECTION 4.01. Securityholders' Lists.

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

                  (a)      on a monthly basis on each regular record date for
                           each series of Securities, a list, in such form as
                           the Trustee may reasonably require, of the names and
                           addresses of the Securityholders of such series of
                           Securities as of such record date (and on dates to be
                           determined pursuant to Section 2.03 for non-interest
                           bearing securities in each year); and

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

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for such
series.

         SECTION 4.02. Preservation and Disclosure of Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
each series of Securities (1) contained in the most recent list furnished to it
as provided in Section 4.01 or (2) received by it in the capacity of Securities
registrar (if so acting) hereunder. The Trustee may destroy any list furnished
to it as provided in Section 4.01 upon receipt of a new list so furnished.

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

                                       22

<PAGE>

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

                  (2)      inform such applicants as to the approximate number
                           of holders of such series or all Securities, as the
                           case may be, whose names and addresses appear in the
                           information preserved at the time by the Trustee in
                           accordance with the provisions of subsection (a) of
                           this Section 4.02, and as to the approximate cost of
                           mailing to such Securityholders the form of proxy or
                           other communication, if any, specified in such
                           application.

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

         (c) Each and every holder of Securities, by receiving and holding the
same, agrees with Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under subsection 4.02(b).

         SECTION 4.03. Reports by Company.

         (a) The Company covenants and agrees to file with the Trustee, within
15 days after the Company is required to file the same with the Commission,
copies of the annual reports and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) which the Company may be
required to file with the Commission pursuant to Section 13 or Section

                                       23

<PAGE>

15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

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

         SECTION 4.04. Reports by the Trustee.

         (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each March 31 following the date of this
Indenture deliver to Securityholders a brief report, dated as of such March 31,
which complies with the provisions of such Section 313(a).

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

                                   ARTICLE 5

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

         SECTION 5.01. Events of Default.

         In case one or more of the following Events of Default with respect to
Securities of any series or such other events as may be established with respect
to the Securities of that series as contemplated by Section 2.03 hereof shall
have occurred and be continuing:

             (a)    a court having jurisdiction in the premises shall enter a
                    decree or order for relief in respect of the Company in an
                    involuntary case under any applicable bankruptcy, insolvency
                    or other similar law now or hereafter in effect, or
                    appointing a receiver, liquidator, assignee, custodian,
                    trustee,

                                       24

<PAGE>

                    sequestrator (or similar official) of the Company or for any
                    substantial part of its property, or ordering the winding-up
                    or liquidation of its affairs and such decree or order shall
                    remain unstayed and in effect for a period of 90 consecutive
                    days; or

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

             (c)    in the event Securities are held by a Trust or a trustee of
                    such Trust, such Trust shall have voluntarily or
                    involuntarily dissolved, wound-up its business or otherwise
                    terminated its existence except in connection with (i) the
                    distribution of Securities to holders of Trust Securities in
                    liquidation of their interests in such Trust, (ii) the
                    redemption of all of the outstanding Trust Securities of
                    such Trust or (iii) certain mergers, consolidations or
                    amalgamations, each as permitted by the Declaration of such
                    Trust;

then, and in each and every such 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 25% in aggregate principal amount of the
Securities of that series then outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by Securityholders), may declare the
entire principal (or, if the Securities of that series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of that series) of all Securities of that series and the interest
accrued thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) 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 upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of and premium, if any, on any and all Securities of such series
(or of all the Securities, as the case may be) which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate as the
rate of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series, (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to

                                       25

<PAGE>

the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith, and if any and all Events of Default under the Indenture, shall have
been cured, waived or otherwise remedied as provided herein -- then and in every
such case the holders of a majority in aggregate principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to that series (or with respect to all Securities, as the
case may be, in such case, treated as a single class) 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.

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

         SECTION 5.02. Payment of Securities on Default; Suit Therefor.

         The Company covenants that:

                  (a)      in case of nonpayment of any installment of interest
                           upon any of the Securities of any series as and when
                           the same shall become due and payable, and such
                           nonpayment shall have continued for a period of 30
                           days, or

                  (b)      in case of nonpayment of any of the principal of or
                           premium, if any, on any of the Securities of any
                           series as and when the same shall have become due and
                           payable, whether at maturity of the Securities of
                           that series or upon redemption or by declaration or
                           otherwise, or

                  (c)      in case there shall have occurred a failure in the
                           performance, or breach, of any covenant or warranty
                           of the Company in this Indenture (other than those
                           set forth exclusively in terms of any particular
                           series of Securities established as contemplated in
                           this Indenture), and continuance of such failure or
                           breach for a period of 90 days after there has been
                           given, by registered or certified mail, to the
                           Company by the Trustee or to the Company and the
                           Trustee by the holders of at least 25% in aggregate
                           principal amount of the outstanding Securities a
                           written notice specifying such failure or breach and
                           requiring it to be remedied and stating that such
                           notice is a "Notice of Default" hereunder;

then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that series, the amount that then
shall have become due and payable

                                       26

<PAGE>

on all such Securities of that series for principal and premium, if any, or
interest, or both, as the case may be, with interest upon the overdue principal
and premium, if any, and (to the extent that payment of such interest is
enforceable under applicable law and, if the Securities are held by a Trust or a
trustee of such trust, without duplication of any other amounts paid by a Trust
or trustee in respect thereof) upon the overdue installments of interest at the
rate or Yield to Maturity (in the case of Original Issue Discount Securities)
borne by the Securities of that series; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

         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 on 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 Bankruptcy Law, or any other applicable law, or in case a
receiver or trustee 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 upon the Securities of any series, or
to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities of any series 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 5.02, 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 and interest (or, if the Securities of
that series are Original Issue Discount Securities such portion of the principal
amount as may be specified in the terms of that series) owing and unpaid in
respect of the Securities of such series and, in case of any judicial
proceedings, to file such proofs of claim and other papers or documents as may
be necessary or advisable in order to have the claims of the Trustee (including
any claim for reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Securities of any series, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities or any series in any election of a trustee or a standby
trustee in arrangement, reorganization, liquidation or other bankruptcy or
insolvency proceedings or person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses; and any receiver, assignee or trustee in bankruptcy
or reorganization is hereby authorized by each of the Securityholders to make
such

                                       27

<PAGE>

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
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

         Nothing herein contained shall be construed 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 the
Securities of any series 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.

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

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

         Notwithstanding any provision in this Section 5.02, neither the Trustee
nor the Securityholders shall have the right to accelerate payment of any series
of the Securities or otherwise to declare such Securities due and payable except
as specifically set forth in Section 5.01.

         SECTION 5.03. Application of Moneys Collected by Trustee.

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

         First: To the payment of costs and expenses of collection applicable to
such series and reasonable compensation to the Trustee, its agents, attorneys
and counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith;

         Second: To the payment of all Senior Obligations of the Company if and
to the extent required by Article 15;

         Third: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall not have become due and be unpaid, to
the payment of the amounts then due and unpaid upon Securities of such series
for principal (and premium, if any), and

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<PAGE>

interest on the Securities of such series, in respect of which or for the
benefit of which money has been collected, ratably, without preference or
priority of any kind, according to the amounts due on such Securities for
principal (and premium, if any) and interest, respectively.

         SECTION 5.04. Proceedings by Securityholders.

         Subject to the rights granted to the holder of a series under Section
13.13, no holder of any Security of any series shall have any right by virtue of
or by availing of any provision of this Indenture to institute any suit, action
or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless (i) such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities of such series specifying such Event of Default,
as hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of that 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; (iii) such holder or holders
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;
(iv) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding,
and (v) during such 60 day period the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request; it being understood and intended, and being
expressly covenanted by the taker and holder of every Security with every other
taker and holder and the Trustee, that no one or more holders of Securities of
any series shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other holder of Securities, or to obtain or seek to obtain
priority over or preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and for the equal,
ratable and common benefit of all holders of Securities of the applicable
series.

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

                                       29

<PAGE>

         SECTION 5.05. 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 by this
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
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         SECTION 5.06. Remedies Cumulative and Continuing.

         Except as otherwise provided in Section 2.08, all powers and remedies
given by this Article 5 to the Trustee or to the Securityholders shall, to the
extent permitted by law, be deemed cumulative and not exclusive of any other
powers and remedies available to the Trustee or the holders of the Securities,
by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or otherwise
established with respect to such series, and no delay or omission of the Trustee
or of any holder of any of the Securities to exercise any right or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
5.04, every power and remedy given by this Article 5 or by law to the Trustee or
to the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

         SECTION 5.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

         The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) 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; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or 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 proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of any series of
the Securities, or of all the Securities, as the case may be, the holders of a
majority in aggregate principal amount of the Securities of that series at the
time outstanding may on behalf of the holders of all of the Securities of such
series waive any past default or Event of Default including any default
established pursuant to Section 2.03 and its consequences except a default (a)
in the payment of principal of, premium, if any, or interest on any of the
Securities, (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the holder of each Security affected,
or (c) a default of the covenants contained in Section 3.07; provided, however,
that if the Securities of such series are

                                       30

<PAGE>

held by a Trust or a trustee of such trust, such waiver or modification to such
waiver shall not be effective until the holders of a majority in liquidation
preference of Trust Securities of the applicable Trust shall have consented to
such waiver or modification to such waiver; provided further, that if the
consent of the Holder of each outstanding Security is required, such waiver
shall not be effective until each holder of the Trust Securities of the
applicable Trust shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of such
series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon. Upon any such waiver the Company, the
Trustee and the holders of the Securities of that series (or of all Securities,
as the case may be) shall be restored to their former positions 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 5.07, such default or Event of Default shall for all
purposes of the Securities of that series (or of all Securities, as the case may
be) and this Indenture be deemed to have been cured and to be not continuing.

         SECTION 5.08.     Notice of Defaults and Nonpayments.

         The Trustee shall, within 90 days after the occurrence of a default
with respect to the Securities of any series, mail to all Securityholders of
that series, as the names and addresses of such holders appear upon the Security
register, notice of all defaults with respect to that series and notice of
nonpayment of principal, premium, if any, or interest, when due on the
Securities of such series ("Nonpayments") known to the Trustee, unless such
defaults or Nonpayments shall have been cured before the giving of such notice
(the term "defaults" for the purpose of this Section 5.08 being hereby defined
to be the events specified in clauses (a) and (b) of Section 5.01, not including
periods of grace, if any, provided for therein).

         SECTION 5.09.     Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders of any series, holding in the aggregate more than 10% in
principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security against the
Company on or after the same shall have become due and payable.

                                       31

<PAGE>

                                    ARTICLE 6

                             CONCERNING THE TRUSTEE

         SECTION 6.01.     Duties and Responsibilities of Trustee.

         With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this 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 Indenture, 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 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 Securities of a series and after the curing
                         or waiving of all Events of Default with respect to
                         that series which may have occurred

                         (1)    the duties and obligations of the Trustee with
                                respect to Securities of a series shall be
                                determined solely by the express provisions of
                                this Indenture, and the Trustee shall not be
                                liable except for the performance of such duties
                                and obligations with respect to such series as
                                are specifically set forth in this Indenture,
                                and no implied covenants or obligations shall be
                                read into this 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 Indenture; but, in the case of any such
                                certificates or opinions which by any provision
                                hereof are specifically required to be furnished
                                to the Trustee, the Trustee shall be under a
                                duty to examine the same to determine whether or
                                not they conform to the requirements of this
                                Indenture;

                  (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

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<PAGE>

                  (c)    the Trustee shall not be liable with respect to any
                         action taken or omitted to be taken by it in good
                         faith, in accordance with the direction of the
                         Securityholders pursuant to Section 5.07, 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 Indenture.

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

         SECTION 6.02.     Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:

                  (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, consent, order, bond, note, debenture
                         or other paper or document believed by it to be genuine
                         and to have been signed or presented by the proper
                         party or parties;

                  (b)    any request, direction, order or demand of the Company
                         mentioned herein shall be sufficiently evidenced by an
                         Officers' Certificate (unless other evidence in respect
                         thereof be herein specifically prescribed); and any
                         Board Resolution may be evidenced to the Trustee by a
                         copy thereof certified by the Secretary or an Assistant
                         Secretary of the Company;

                  (c)    the Trustee may consult with counsel of its selection
                         and any advice or Opinion of Counsel shall be full and
                         complete authorization and protection in respect of any
                         action taken or suffered omitted 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
                         Indenture at the request, order or direction of any of
                         the Securityholders, pursuant to the provisions of this
                         Indenture, unless such Securityholders shall have
                         offered to the Trustee reasonable security or indemnity
                         against the costs, expenses and liabilities which may
                         be incurred therein or thereby;

                  (e)    the Trustee shall not be liable for any action taken or
                         omitted by it in good faith and believed by it to be
                         authorized or within the discretion or rights or powers
                         conferred upon it by this Indenture; nothing contained
                         herein shall, however, relieve the Trustee of the
                         obligation, upon the occurrence of an Event of Default
                         with respect to a series of the Securities (that has
                         not been cured or waived) to exercise with respect to
                         Securities of that series such of the rights and powers
                         vested in it by this Indenture, and to

                                       33

<PAGE>

                  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;

             (f)  the Trustee shall not be bound to make any investigation into
                  the facts or matters stated in any resolution, certificate,
                  statement, instrument, opinion, report, notice, request,
                  consent, order, approval, bond, debenture, coupon or other
                  paper or document, unless requested in writing to do so by the
                  holders of not less than a majority in principal amount of the
                  outstanding Securities of the series affected thereby;
                  provided, however, that if the payment within a reasonable
                  time to the Trustee of the costs, expenses or liabilities
                  likely to be incurred by it in the making of such
                  investigation is, in the opinion of the Trustee, not
                  reasonably assured to the Trustee by the security afforded to
                  it by the terms of this Indenture, the Trustee may require
                  reasonable indemnity against such expense or liability as a
                  condition to so proceeding; 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 (including any Authenticating Agent) or
                  attorneys, and the Trustee shall not be responsible for any
                  misconduct or negligence on the part of any such agent or
                  attorney appointed by it with due care.

         SECTION 6.03.     No Responsibility for Recitals, etc.

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

         SECTION 6.04.     Trustee, Authenticating Agent, Paying Agents,
Transfer Agents or Registrar May Own Securities.

         The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

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<PAGE>

         SECTION 6.05.     Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
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 Authorized Officer.

         SECTION 6.06.     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, such compensation as shall be agreed
to in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the 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 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 each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee) incurred
without negligence or bad faith on the part of the Trustee and arising out of or
in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability in the
premises. The obligations of the Company under this Section 6.06 to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(a) or Section 5.01(b), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 6.07.     Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of

                                       35

<PAGE>

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 or omitted by
it under the provisions of this Indenture upon the faith thereof.

         SECTION 6.08.     Conflicting Interest of Trustee.

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

         SECTION 6.09.     Eligibility of Trustee.

         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. 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 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

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

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10.     Resignation or Removal of Trustee.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign with respect to one or more or all series of Securities by
giving written notice of such resignation to the Company and by mailing notice
thereof to the holders of the applicable series of Securities at their addresses
as they shall appear on the Security register. 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 under the authority of a Board Resolution, 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 of Securities and have accepted appointment within 60 days after the
mailing of such notice of resignation to the affected Securityholders, 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 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court

                                       36

<PAGE>

may thereupon, after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.

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

                  (1)      the Trustee shall fail to comply with the provisions
                           of Section 6.08 after written request therefor by the
                           Company or by any Securityholder who has been a bona
                           fide holder of a Security or Securities for at least
                           six months, or

                  (2)      the Trustee shall cease to be eligible in accordance
                           with the provisions of Section 6.09 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, 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 and appoint a
successor trustee by written instrument, in duplicate, executed under the
authority of a Board Resolution, 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 5.09, any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable 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. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

         (c)      The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and nominate a successor trustee with
respect to the applicable series of Securities or all series, as the case may
be, which shall be deemed appointed as successor trustee with respect to the
applicable series unless within 10 days after such nomination the Company
objects thereto, in which case the Trustee so removed or any Securityholder of
the applicable series, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.10 provided, may petition any court of
competent jurisdiction for an appointment of a successor trustee with respect to
such series.

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

         SECTION 6.11.     Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such

                                       37

<PAGE>

appointment hereunder, and thereupon the resignation or removal of the retiring
trustee with respect to all or any 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 of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon
all property or funds held or collected by such trustee to secure any amounts
then due it pursuant to the provisions of Section 6.06.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the retiring 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 retiring 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 Indenture as shall be necessary to provide
for or facilitate the administration of the trustee 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 shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be in compliance with the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

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

         SECTION 6.12.     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 of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

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<PAGE>

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities
of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

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

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

         SECTION 6.14.     Authenticating Agents.

         The Trustee may appoint one or more Authenticating Agents upon the
request of the Company with power to act on its behalf and subject to its
direction in the authentication and delivery of Securities of any series issued
upon exchange or transfer thereof as fully to all intents and purposes as though
any such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities of such series; provided, that the Trustee shall have no
liability to the Company for any acts or omissions of the Authenticating Agent
with respect to the authentication and delivery of Securities of any series.
Securities authenticated by an Authenticating Agent shall be entitled to the
benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee. Each Authenticating Agent shall at all times be
a corporation organized and doing business under the laws of the United States
or of any state or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $50,000,000 and being subject to supervision or examination
by federal, state, territorial or District of Columbia authority. If such
corporation publishes reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 6.14
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect herein specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this

                                       39

<PAGE>

Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to one or more or all series of Securities
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible under
this Section 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of the applicable series of Securities as the names and addresses of
such holders appear on the Security register. Any successor Authenticating Agent
with respect to all or any series upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities with
respect to such series of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein.

         The Company shall pay to any Authenticating Agent from time to time
reasonable compensation for its services as may be periodically agreed by them
in writing. Any Authenticating Agent shall have no responsibility or liability
for any action taken by it as such in accordance with the directions of the
Trustee.

         If an appointment with respect to one of more series of Securities is
made pursuant to this Section, the Securities of such series may have endorsed
thereon an alternative certificate of authentication in the following form:

         "This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.

                                   THE BANK OF NEW YORK
                                             As Trustee

                                   By:__________________________________________
                                             As Authenticating Agent

                                   By:__________________________________________
                                             Authorized Officer"

                                       40

<PAGE>

                                   ARTICLE 7

                         CONCERNING THE SECURITYHOLDERS

        SECTION 7.01.     Action by Securityholders.

        Whenever in this 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 8, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of such Securityholders.

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

        SECTION 7.02.     Proof of Execution by Securityholders.

        Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

        The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

                                       41

<PAGE>

        SECTION 7.03.   Who Are Deemed Absolute Owners.

        Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Security registrar may deem the Person in whose name such
Security shall be registered upon the Security register (including a Depositary
in the case of a Global Security) to be, and may treat him as, the absolute
owner of such Security (whether or not such Security shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Security registrar shall be affected by any notice to
the contrary. All such payments so made to any holder for the time being or 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.

        SECTION 7.04.   Securities Owned by Company Deemed Not Outstanding.

        In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
other obligor on the Securities 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 direction, consent or waiver, only Securities which the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have been
pledged in good faith may be regarded as outstanding for the purposes of this
Section 7.04 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 the
Company or any such other obligor or person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
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 7.05.   Revocation of Consents; Future Holders Bound.

        At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of 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 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                       42

<PAGE>

                                   ARTICLE 8

                            SECURITYHOLDERS' MEETINGS

        SECTION 8.01.   Purposes of Meetings.

        A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article 8 for any
of the following purposes:

                  (a)   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 5;

                  (b)   to remove the Trustee and nominate a successor trustee
                        pursuant to the provisions of Article 6;

                  (c)   to consent to the execution of an indenture or
                        indentures supplemental hereto pursuant to the
                        provisions of Section 9.02; or

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

        SECTION 8.02.   Call of Meetings by Trustee.

        The Trustee may at any time call a meeting of Securityholders of any or
all series to take any action specified in Section 8.01, to be held at such time
and in the Borough of Manhattan, New York, New York, or such other location as
the Trustee shall determine. Notice of every meeting of the Securityholders 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 mailed
to holders of Securities of each series affected at their addresses as they
shall appear on the Securities of each series affected register. Such notice
shall be mailed not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

        SECTION 8.03.   Call of Meetings by Company or Securityholders.

        In case at any time the Company pursuant to a Board Resolution, or the
holders of at least 10% in aggregate principal amount of the Securities of any
or all series, as the case may be, then outstanding, shall have requested the
Trustee to call a meeting of Securityholders of any or all series, as the case
may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Securityholders may determine the time and the place in the
Borough of Manhattan, City of New York for such meeting and may call such
meeting to take any action authorized in Section 8.01, by mailing notice thereof
as provided in Section 8.02.

                                       43

<PAGE>

        SECTION 8.04. 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 the meeting is
being held or (b) 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 their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

        SECTION 8.05. Regulations.

        Notwithstanding any other provisions of this 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.

        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 8.03, 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 7.04 and unless otherwise provided
in a Board Resolution or an indenture supplemental hereto, at any meeting each
holder of Securities with respect to which such meeting is being held or proxy
therefor shall be entitled to one vote for each $25 principal amount (in the
case of Original Issue Discount Securities, such principal amount to be
determined as provided in the definition "outstanding") of Securities held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Security challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Securities held by
him or instruments in writing as aforesaid duly designating him as the person to
vote on behalf of other Securityholders. Any meeting of Securityholders duly
called pursuant to the provisions of Section 8.02 or 8.03 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 8.06. 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 holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the

                                       44

<PAGE>

proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that the notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the 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.

                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

        SECTION 9.01. 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 (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, 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 10 hereof;

                  (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 (and if such covenants are to be for the
                           benefit of less than all series of Securities stating
                           that such covenants are expressly being included for
                           the benefit of such series) as the Company and the
                           Trustee shall consider to be for the protection of
                           the holders of such Securities, 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 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;

                                       45

<PAGE>

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

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

                  (e)      to add to, delete from, or revise the terms of
                           Securities of any series as permitted by Section 2.01
                           and 2.03, including, without limitation, any terms
                           relating to the issuance, exchange, registration or
                           transfer of Securities issued in whole or in part in
                           the form of one or more Global Securities and the
                           payment of any principal thereof, or interest or
                           premium, if any, thereon;

                  (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 and
                           to add to or change any of the provisions of this
                           Indenture as shall be necessary to provide for or
                           facilitate the administration of the trusts hereunder
                           by more than one trustee, pursuant to the
                           requirements of Section 6.11;

                  (g)      to provide for uncertificated Securities in addition
                           to or in place of certificated Securities;

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

                  (i)      to provide for the issuance of and establish the form
                           and terms and conditions of the Securities of any
                           series, to establish the form of any certifications
                           required to be furnished pursuant to the terms of
                           this Indenture or any series of Securities, or to add
                           to the rights of the holders of any series of
                           Securities.

         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 Indenture or otherwise.

                                       46

<PAGE>

         Any supplemental indenture authorized by the provisions of this Section
9.01 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 9.02.

         SECTION 9.02.  Supplemental Indentures with Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the holders
of not less than a majority in aggregate principal amount of the Securities at
the time outstanding of all series affected by such supplemental indenture
(voting as a class), the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Securities of each
series so affected; provided, however, that no such supplemental indenture shall
without the consent of the holders of each security then outstanding and
affected thereby (i) extend the fixed maturity of any Security of any series, or
reduce the rate or extend the time of payment of interest thereon, or reduce the
principal amount thereof or any premium thereon, or reduce any amount payable on
redemption thereof or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 5.01 or the amount thereof provable in bankruptcy
pursuant to Section 5.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or the right of repayment, if any, at the
option of the holder, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities the holders of
which are required to consent to any such supplemental indenture, without the
consent of the holders of each Security then affected provided, further, that if
the Securities of such series are held by a Trust or a trustee of such trust,
such supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the applicable Trust
shall have consented to such supplemental indenture; provided further, that if
the consent of the Holder of each outstanding Security is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities of the applicable Trust shall have consented to such supplemental
indenture.

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

         Upon the request of the Company accompanied by a copy of a Board
Resolution authorizing the execution of any such supplemental indenture, 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 Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture. The Trustee may receive an Opinion of Counsel
as conclusive evidence that any

                                       47

<PAGE>

supplemental indenture executed pursuant to this Article 9 is authorized or
permitted by, and conforms to, the terms of this Article 9 and that it is proper
for the Trustee under the provisions of this Article 9 to join in the execution
thereof.

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

         It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         SECTION 9.03.  Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

         Any supplemental indenture executed pursuant to the provisions of this
Article 9 shall comply with the Trust Indenture Act, as then in effect. Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article 9, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of each series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.04.  Notation on Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article 9 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 the Board of Directors, to any
modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee or the
Authenticating Agent and delivered in exchange for the Securities of any series
then outstanding.

         SECTION 9.05.  Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article 9.

                                     48

<PAGE>

                                   ARTICLE 10

               CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.

        SECTION 10.01.  Company May Consolidate, etc., on Certain Terms.

        The Company covenants that it will not merge into or consolidate with
any other corporation or sell or convey all or substantially all of its assets
to any person, firm or corporation, unless (1) either the Company shall be the
continuing corporation, or the successor corporation (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 or the District of Columbia and such
corporation shall expressly assume the due and punctual payment of the principal
of (and premium, if any, on) and any interest on all Securities, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (2) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition.

        SECTION 10.02.  Successor Corporation to be Substituted for Company.

        In case of any such consolidation, merger, conveyance or transfer and
upon any required assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and premium, if
any, and interest on all of the Securities and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture or the
Declaration to be performed or observed by the Company, 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 party of the first part, and the
Company thereupon shall be relieved of any further liability or obligation
hereunder or upon the Securities. Such successor corporation thereupon may cause
to be signed, and may issue either in its own name or in the name of the
Company, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor corporation instead
of the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor corporation thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects have
the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Indentures had been issued at the date of the execution
hereof.

        SECTION 10.03.  Opinion of Counsel to be Given Trustee.

        The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and

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<PAGE>

any assumption, permitted or required by the terms of this Article 10 complies
with the provisions of this Article 10.

                                   ARTICLE 11

                    SATISFACTION AND DISCHARGE OF INDENTURE.

        SECTION 11.01. Discharge of Indenture.

        When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore canceled, or (b) all the
Securities 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 (other than any
Securities which shall have been destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 2.08) not theretofore canceled or
delivered to the Trustee for cancellation, including principal and premium, if
any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, but excluding, however, the amount of any moneys for
the payment of principal of, and premium, if any, or interest on the Securities
(1) theretofore repaid to the Company in accordance with the provisions of
Section 11.04, or (2) paid to any state or to the District of Columbia pursuant
to its unclaimed property or similar laws, and if in either case the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except that the
provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04
hereof shall survive until such Securities shall mature and be paid. Thereafter,
Sections 6.06 and 11.04 shall survive, and the Trustee, on demand of the Company
accompanied by any 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 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
Indenture or the Securities.

        SECTION 11.02. Deposited Moneys and U.S. Government Obligations to be
                       Held in Trust by Trustee.

        Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 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 for the payment of which
such moneys or U.S. Government Obligations have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section

                                       50

<PAGE>

11.05 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the holders of
outstanding Securities.

        SECTION 11.03. Paying Agent to Repay Moneys Held.

        Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the 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 11.04. Return of Unclaimed Moneys.

        Subject to the terms of any state escheat or unclaimed property laws,
any moneys deposited with or paid to the Trustee or any paying agent for payment
of the principal of, and premium, if any, or interest on Securities and not
applied but remaining unclaimed by the holders of Securities for three years
after the date upon which the principal of, and premium, if any, or interest on
such Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on written demand; and
the holder of any of the Securities shall thereafter look only to the Company
for any payment which such holder may be entitled to collect and all liability
of the Trustee or such paying agent with respect to such moneys shall thereupon
cease.

        SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

        The Company shall be deemed to have been Discharged (as defined below)
from its respective obligations with respect to any series of Securities on the
91st day after the applicable conditions set forth below have been satisfied
with respect to that series of Securities:

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

                  (2)      if the Securities of such series are then listed on
                           any national securities exchange, the Company shall
                           have delivered to the Trustee and the Defeasance
                           Agent, if any, an Opinion of Counsel to the effect
                           that the

                                       51

<PAGE>

                        exercise of the option under this Section 11.05 would
                        not cause such Securities to be delisted from such
                        exchange;

                 (3)    no Event of Default or event which with notice or
                        lapse of time would become an Event of Default with
                        respect to the Securities of such series shall have
                        occurred and be continuing on the date of such
                        deposit; and

                 (4)    the Company shall have delivered to the Trustee and
                        the Defeasance Agent, if any, an Opinion of Counsel
                        to the effect that holders of the Securities of such
                        series will not recognize income, gain or loss for
                        United States federal income tax purposes as a result
                        of the exercise of the option under this Section
                        11.05 and will be subject to United States federal
                        income tax on the same amount and in the same manner
                        and at the same times as would have been the case if
                        such option had not been exercised.

         "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of holders of Securities of such series to receive,
from the trust fund described in clause (1) above, payment of the principal of
and the interest and premium, if any, on such Securities when such payments are
due; (B) the Company's obligations with respect to such Securities under
Sections 2.07, 2.08, 5.02 and 11.04; and (C) the rights, powers, trusts, duties
and immunities of the Trustee hereunder.

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

                 1.     The Trustee shall have approval rights over the
                        document appointing such Defeasance Agent and the
                        document setting forth such Defeasance Agent's rights
                        and responsibilities;

                 2.     The Defeasance Agent shall provide verification to
                        the Trustee acknowledging receipt of sufficient money
                        and/or U. S. Government Obligations to meet the
                        applicable conditions set forth in this Section
                        11.05;

                 3.     The Trustee shall determine whether the Company shall
                        be deemed to have been Discharged from its respective
                        obligations with respect to any series of Securities.

                                       52

<PAGE>

                                   ARTICLE 12

        IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.

        SECTION 12.01.  Indenture and Securities Solely Corporate Obligations.

        No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, 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 of
the Company, either directly or through the Company or any successor corporation
of the Company, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS.

        SECTION 13.01.  Successors.

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

        SECTION 13.02.  Official Acts by Successor Corporation.

        Any act or proceeding by any provision of this 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 13.03.  Surrender of Company Powers.

        The Company by instrument in writing executed by appropriate authority
of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
corporation.

        SECTION 13.04.  Addresses for Notices, etc.

        Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, Bank Of America Corporation, Bank Of America Corporate Center,

                                       53

<PAGE>

NC1-007-23-01, 100 North Tryon Street, Charlotte, North Carolina 28255,
Attention: Corporate Treasury. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
the Trustee, addressed to the Trustee, The Bank of New York, 101 Barclay Street,
21 West, New York, New York 10286, Attention: Corporate Trust Trustee
Administration.

         SECTION 13.05.  Governing Law.

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

         SECTION 13.06.  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 Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the opinion of
the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

         Each certificate or opinion of the Company provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this 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 opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
such person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         SECTION 13.07.  Legal Holidays.

         In any case where the date of payment of interest on or principal of
the Securities will be in New York, New York or in Charlotte, North Carolina a
legal holiday or a day on which banking institutions are authorized or obligated
by law, executive order or regulation to close, the payment of such interest on
or principal of 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 payment and no interest shall accrue for the period from and after
such date, except that, if the next Business Day is in the next succeeding
calendar year, payment or interest shall be made on the immediately preceding
Business Day with the same force and effect.

         SECTION 13.08.  Trust Indenture Act to Control.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by

                                       54

<PAGE>

any of Sections 310 to 317, inclusive, of the Trust Indenture Act, such required
provision shall control.

        SECTION 13.09.  Table of Contents, Headings, etc.

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

        SECTION 13.10.  Execution in Counterparts.

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

        SECTION 13.11.  Separability.

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

        SECTION 13.12.  Assignment.

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

        SECTION 13.13.  Acknowledgment of Rights.

        The Company acknowledges that, with respect to any Securities held by a
Trust or a trustee of such trust, if the Property Trustee of such Trust fails to
enforce its rights under this Indenture as the holder of the series of
Securities held as the assets of such Trust, any holder of Capital Securities
may institute legal proceedings directly against the Company to enforce such
Property Trustee's rights under this Indenture without first instituting any
legal proceedings against such Property Trustee or any other person or entity.
Notwithstanding the foregoing, if a Nonpayment has occurred and is continuing,
the Company acknowledges that a holder of Capital Securities may directly
institute a proceeding for enforcement of payment to such holder of the
principal of or interest on the applicable series of Securities having a
principal amount equal to the aggregate liquidation amount of the Capital
Securities of such holder on or after the respective due date specified in the
applicable series of Securities.

                                       55

<PAGE>

                                   ARTICLE 14

                            REDEMPTION OF SECURITIES

        SECTION 14.01.  Applicability of Article.

        The provisions of this Article shall be applicable to the Securities of
any series which are redeemable before their maturity or to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.

        SECTION 14.02.  Notice of Redemption; Selection of Securities.

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

        Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption price
at which Securities of such series are to be redeemed, the place or places of
payment, that payment will be made upon presentation and surrender of such
Securities, that interest accrued to the date fixed for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the portions thereof to be redeemed will cease to accrue. If less than all
the Securities of such series are to be redeemed the notice of redemption shall
specify the numbers of the Securities of that series to be redeemed. In case any
Security of a series 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 that series in principal amount equal
to the unredeemed portion thereof will be issued.

        Prior to the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more paying agents an amount of money sufficient to redeem on the
redemption date all the Securities so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption.

        If all, or less than all, the Securities of a series are to be
redeemed, the Company will give the Trustee notice not less than 45 or 60 days,
respectively, prior to the redemption date as to the aggregate principal amount
of Securities of that series to be redeemed; and, if less than all, Securities
of a series are held in the form of a Global Security, the Trustee shall select,
in such

                                       56

<PAGE>

manner as in its sole discretion it shall deem appropriate and fair, the
Securities of that series or portions thereof (in integral multiples of $25,
except as otherwise set forth in the applicable form of Security, a Board
Resolution or an indenture supplemental hereto) to be redeemed.

         SECTION 14.03. Payment of Securities Called for Redemption.

         If notice of redemption has been given as provided in Section 14.02,
the Securities or portions of Securities of the series 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 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 at the redemption price, together with interest accrued to said date)
interest on the Securities or portions of Securities of any series so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said Securities
or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the
date fixed for redemption.

         Upon presentation of any Security of any series redeemed in part only,
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the holder thereof, at the expense of the Company, a new
Security or Securities of such series of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so presented.

                                   ARTICLE 15

                           SUBORDINATION OF SECURITIES

         SECTION 15.01. Agreement to Subordinate.

         The Company covenants and agrees, and each holder of Securities issued
hereunder and under any supplemental indenture or by any resolutions by the
Board of Directors ("Additional Provisions") by such Securityholder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article 15; and each holder of a Security,
whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinated
and junior in right of payment to the prior payment in full of all Senior
Obligations of the Company, whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article 15 shall prevent the occurrence of any
default or Event of Default hereunder.

                                       57

<PAGE>

         SECTION 15.02. Default on Senior Obligations.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Obligations of the Company, as the case may be, or in the event that the
maturity of any Senior Obligations of the Company, as the case may be, has been
accelerated because of a default, then, in either case, no payment shall be made
by the Company with respect to the principal (including redemption payments) of,
or premium, if any, or interest on the Securities.

         Notwithstanding the foregoing, if any payment is received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.02, such payment shall be held in trust for the benefit of, and shall
be paid over or delivered to, the holders of Senior Obligations or their
respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Obligations may have been issued, as their
respective interests may appear, but only to the extent that the holders of the
Senior Obligations (or their representative or representatives or a trustee)
notify the Trustee in writing within 90 days of such payment of the amounts then
due and owing on the Senior Obligations and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Obligations.

         SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of
the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Obligations
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest on the Securities;
and upon any such dissolution or winding-up or liquidation or reorganization,
any payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article 15, shall be paid by the Company or by
any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Securityholders or by the Trustee
under the Indenture if received by them or it, directly to the holders of Senior
Obligations of the Company (pro rata to such holders on the basis of the
                            --- ----
respective amounts of Senior Obligations held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Obligations may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Obligations in full, in money
or money's worth, after giving effect to any concurrent payment or distribution
to or for the holders of such Senior Obligations, before any payment or
distribution is made to the Securityholders or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all Senior Obligations of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such

                                       58

<PAGE>

payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Obligations or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Obligations
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Obligations of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Obligations in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Obligations.

         For purposes of this Article 15, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 15 with respect
to the Securities to the payment of all Senior Obligations of the Company, as
the case may be, that may at the time be outstanding, provided that (i) such
Senior Obligations is assumed by the new corporation, if any, resulting from any
such reorganization or readjustment, and (ii) the rights of the holders of such
Senior Obligations are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article 10 of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article 10 of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.05 of this Indenture.

         SECTION 15.04. Subrogation.

         Subject to the payment in full of all Senior Obligations of the
Company, the rights of the Securityholders shall be subrogated to the rights of
the holders of such Senior Obligations to receive payments or distributions of
cash, property or securities of the Company, as the case may be, applicable to
such Senior Obligations until the principal of (and premium, if any) and
interest on the Senior Obligation are paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Senior
Obligations of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except for the provisions of this Article 15, and
no payment over pursuant to the provisions of this Article 15 to or for the
benefit of the holders of such Senior Obligations by Securityholders or the
Trustee, shall, as between the Company, its creditors other than holders of
Senior Obligations of the Company, and the holders of the Securities, be deemed
to be a payment by the Company to or on account of such Senior Obligations. It
is understood that the provisions of this Article 15 are and are intended solely
for the purposes of defining the relative rights of the holders of the
Securities, on the one hand, and the holders of such Senior Obligations on the
other hand.

         Nothing contained in this Article 15 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Obligations of the Company, and the
holders of the Securities, the obligation of the

                                       59

<PAGE>

Company, which is absolute and unconditional, to pay to the holders of the
Securities the principal of (and premium, if any) and interest on the Securities
as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the holders of
the Securities and creditors of the Company, as the case may be, other than the
holders of Senior Obligations of the Company, as the case may be, nor shall
anything herein or therein prevent the Trustee or the holder of any Security
from exercising all remedies otherwise permitted by applicable law upon default
under the Indenture, subject to the rights, if any, under this Article 15 of the
holders of such Senior Obligations in respect of cash, property or securities of
the Company, as the case may be, received upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 15, the Trustee, subject to the provisions of Article 6 of this
Indenture, and the Securityholders shall be entitled to conclusively rely upon
any order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Securityholders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Obligations
and other indebtedness of the Company, as the case may be, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article 15.

         SECTION 15.05. Trustee to Effectuate Subordination.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article 15 and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

         SECTION 15.06. Notice by the Company.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article 15. Notwithstanding the provisions of
this Article 15 or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article 15, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Obligations or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Article 6 of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
                                                             --------  -------
that if the Trustee shall not have received the notice provided for in this
Section 15.06 at least two Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and

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shall not be affected by any notice to the contrary that may be received by it
within two Business Days prior to such date.

         The Trustee, subject to the provisions of Article 6 of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Obligations of the
Company, as the case may be (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Obligations
or a trustee on behalf of any such holder or holders. 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 such Senior Obligations to participate
in any payment or distribution pursuant to this Article 15, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of the
Trustee as to the amount of such Senior Obligations held by such Person, the
extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article 15, 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 15.07. Rights of the Trustee; Holders of Senior Obligations.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 15 in respect of any Senior Obligations at any
time held by it, to the same extent as any other holder of Senior Obligations,
and nothing in this Indenture or any Additional Provisions shall deprive the
Trustee of any of its rights as such holder.

         With respect to the holders of Senior Obligations of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article 15, and no implied
covenants or obligations with respect to the holders of such Senior Obligations
shall be read into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to the holders of such Senior Obligations and,
subject to the provisions of Article 6 of this Indenture, the Trustee shall not
be liable to any holder of such Senior Obligations if it shall pay over or
deliver to Securityholders, the Company or any other Person money or assets to
which any holder of such Senior Obligations shall be entitled by virtue of this
Article 15 or otherwise.

         Nothing in this Article 15 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.06.

         SECTION 15.08. Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior Obligations of
the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company, as the case may be, or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Company, as the case may be,
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Obligations of the Company may, at any time and from time
to time, without the consent

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of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article 15 or the obligations hereunder of the
holders of the Securities to the holders of such Senior Obligations, do any one
or more of the following: (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, such Senior Obligations, or
otherwise amend or supplement in any manner such Senior Obligations or any
instrument evidencing the same or any agreement under which such Senior
Obligations is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing such Senior Obligations;
(iii) release any Person liable in any manner for the collection of such Senior
Obligations; and (iv) exercise or refrain from exercising any rights against the
Company, as the case may be, and any other Person.

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         The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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

                                                BANK OF AMERICA CORPORATION

                                                By     /s/ Karen A. Gosnell
                                                   ----------------------------
                                                   Name:  Karen A. Gosnell
                                                   Title: Senior Vice President



                                                THE BANK OF NEW YORK, as Trustee

                                                By    /s/ Derrick C. Kettel
                                                   ----------------------------
                                                   Name:   Derrick C. Kettel
                                                   Title:  Agent

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