<PAGE>

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


                                TOWER AUTOMOTIVE, INC.


                                          to


                         THE FIRST NATIONAL BANK OF CHICAGO,


                                      as Trustee


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

                      JUNIOR CONVERTIBLE SUBORDINATED INDENTURE

                               DATED AS OF JUNE 9, 1998

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



                      6 3/4% CONVERTIBLE SUBORDINATED DEBENTURES

                                  DUE JUNE 30, 2018


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

<PAGE>

     Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Junior Convertible
Subordinated Indenture whether or not physically contained therein) and the
Junior Convertible Subordinated Indenture, dated as of June 9, 1998.

<TABLE>
<CAPTION>
TRUST INDENTURE                                                        INDENTURE
 ACT SECTION                                                            SECTION
---------------                                                        --------
<S>                                                               <C>
Section  310(a)(1), (2) and (5). . . . . . . . . . . . . . . . . . . . . . . 6.9
          (a)(3) . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (a)(4) . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8, 6.10
          (c). . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
Section  311(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.13
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.13
          (b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
Section  312(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(a), 7.2(b)
          (c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.2(c)
Section  313(a). . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a), 7.3(b)
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
          (c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(a)
          (d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7.3(c)
Section  314(a)(1), (2),(3) and (4). . . . . . . . . . . . . . . . . . . . . 7.4
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
          (c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
          (c)(3) . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (d). . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
          (f). . . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
Section  315(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(a)
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2
          (c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(b)
          (d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6.1(c)
          (d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(a)(1)
          (d)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)(2)
          (d)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1(c)(3)
          (e). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.14
Section  316(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.12
          (a)(1)(B). . . . . . . . . . . . . . . . . . . . . . . . . . . . .5.13
          (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.8
          (c). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1.4(f)

<PAGE>

Section  317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
          (a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
          (b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10.3
Section  318(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7
</TABLE>

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Convertible Subordinated Indenture.



<PAGE>
                                  TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 1
     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
     SECTION 1.1    DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1
     SECTION 1.2    COMPLIANCE CERTIFICATE AND OPINIONS. . . . . . . . . . . .11
     SECTION 1.3    FORMS OF DOCUMENTS DELIVERED TO TRUSTEE. . . . . . . . . .12
     SECTION 1.4    ACTS OF HOLDERS. . . . . . . . . . . . . . . . . . . . . .12
     SECTION 1.5    NOTICES, ETC. TO TRUSTEE AND COMPANY . . . . . . . . . . .13
     SECTION 1.6    NOTICE TO HOLDERS; WAIVER. . . . . . . . . . . . . . . . .14
     SECTION 1.7    CONFLICT WITH TRUST INDENTURE ACT. . . . . . . . . . . . .14
     SECTION 1.8    EFFECT OF HEADINGS AND TABLE OF CONTENTS . . . . . . . . .14
     SECTION 1.9    SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . .14
     SECTION 1.10   SEPARABILITY CLAUSE. . . . . . . . . . . . . . . . . . . .14
     SECTION 1.11   BENEFITS OF INDENTURE. . . . . . . . . . . . . . . . . . .14
     SECTION 1.12   GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . .14
     SECTION 1.13   NON-BUSINESS DAYS. . . . . . . . . . . . . . . . . . . . .15

ARTICLE 2
     DEBENTURE FORM
     SECTION 2.1    FORMS GENERALLY. . . . . . . . . . . . . . . . . . . . . .15
     SECTION 2.2    FORM OF FACE OF DEBENTURE. . . . . . . . . . . . . . . . .15
     SECTION 2.3    FORM OF REVERSE OF DEBENTURE . . . . . . . . . . . . . . .16
     SECTION 2.4    ADDITIONAL PROVISIONS REQUIRED IN GLOBAL DEBENTURE . . . .26
     SECTION 2.5    FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. . . . . .26
     SECTION 2.6    INITIAL ISSUANCE TO PROPERTY TRUSTEE . . . . . . . . . . .26

ARTICLE 3
     THE DEBENTURES
     SECTION 3.1    AMOUNT OF DEBENTURES . . . . . . . . . . . . . . . . . . .27
     SECTION 3.2    DENOMINATIONS. . . . . . . . . . . . . . . . . . . . . . .27
     SECTION 3.3    EXECUTION, AUTHENTICATION, DELIVERY AND DATING . . . . . .27
     SECTION 3.4    TEMPORARY DEBENTURES . . . . . . . . . . . . . . . . . . .28
     SECTION 3.5    REGISTRATION, TRANSFER AND EXCHANGE. . . . . . . . . . . .28
     SECTION 3.6    MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES . . . . .30
     SECTION 3.7    PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED . . . . . .31
     SECTION 3.8    PERSONS DEEMED OWNERS. . . . . . . . . . . . . . . . . . .32
     SECTION 3.9    CANCELLATION . . . . . . . . . . . . . . . . . . . . . . .32
     SECTION 3.10   COMPUTATION OF INTEREST. . . . . . . . . . . . . . . . . .32
     SECTION 3.11   DEFERRALS OF INTEREST PAYMENT PERIODS. . . . . . . . . . .32
     SECTION 3.12   RIGHT OF SET-OFF . . . . . . . . . . . . . . . . . . . . .33
     SECTION 3.13   AGREED TAX TREATMENT . . . . . . . . . . . . . . . . . . .33
     SECTION 3.14   CUSIP NUMBERS. . . . . . . . . . . . . . . . . . . . . . .34
     SECTION 3.15   GLOBAL SECURITY. . . . . . . . . . . . . . . . . . . . . .34

                                      i
<PAGE>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE 4
     SATISFACTION AND DISCHARGE
     SECTION 4.1    SATISFACTION AND DISCHARGE OF INDENTURE. . . . . . . . . .35
     SECTION 4.2    APPLICATION OF TRUST MONEY . . . . . . . . . . . . . . . .37

ARTICLE 5
     REMEDIES
     SECTION 5.1    DEBENTURE EVENTS OF DEFAULT. . . . . . . . . . . . . . . .37
     SECTION 5.2    ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT . . . .38
     SECTION 5.3    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                    TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . .39
     SECTION 5.4    TRUSTEE MAY FILE PROOFS OF CLAIM . . . . . . . . . . . . .40
     SECTION 5.5    TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF
                    DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . .41
     SECTION 5.6    APPLICATION OF MONEY COLLECTED . . . . . . . . . . . . . .41
     SECTION 5.7    LIMITATION ON SUITS. . . . . . . . . . . . . . . . . . . .41
     SECTION 5.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                    PREMIUM AND INTEREST . . . . . . . . . . . . . . . . . . .42
     SECTION 5.9    RESTORATION OF RIGHTS AND REMEDIES . . . . . . . . . . . .43
     SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE . . . . . . . . . . . . . .43
     SECTION 5.11   DELAY OR OMISSION NOT WAIVER . . . . . . . . . . . . . . .43
     SECTION 5.12   CONTROL BY HOLDERS . . . . . . . . . . . . . . . . . . . .43
     SECTION 5.13   WAIVER OF PAST DEFAULTS. . . . . . . . . . . . . . . . . .44
     SECTION 5.14   UNDERTAKING FOR COSTS. . . . . . . . . . . . . . . . . . .45
     SECTION 5.15   WAIVER OF USURY, STAY, OR EXTENSION LAWS . . . . . . . . .45

ARTICLE 6 
     THE TRUSTEE
     SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES. . . . . . . . . . . .45
     SECTION 6.2    NOTICE OF DEFAULTS . . . . . . . . . . . . . . . . . . . .46
     SECTION 6.3    CERTAIN RIGHTS OF TRUSTEE. . . . . . . . . . . . . . . . .47
     SECTION 6.4    NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES . .48
     SECTION 6.5    MAY HOLD DEBENTURES. . . . . . . . . . . . . . . . . . . .48
     SECTION 6.6    MONEY HELD IN TRUST. . . . . . . . . . . . . . . . . . . .48
     SECTION 6.7    COMPENSATION AND REIMBURSEMENT . . . . . . . . . . . . . .48
     SECTION 6.8    DISQUALIFICATION; CONFLICTING INTERESTS. . . . . . . . . .49
     SECTION 6.9    CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. . . . . . . . . .49
     SECTION 6.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. . . . .50
     SECTION 6.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR . . . . . . . . . .51
     SECTION 6.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                    BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .51
     SECTION 6.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. . . . .52
     SECTION 6.14   APPOINTMENT OF AUTHENTICATING AGENT. . . . . . . . . . . .52

ARTICLE 7
     HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
     SECTION 7.1    COMPANY TO FURNISH NAMES AND ADDRESSES OF HOLDERS. . . . .54

                                      ii
<PAGE>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
     SECTION 7.2    PRESERVATION OF INFORMATION:  COMMUNICATIONS TO HOLDERS. .54
     SECTION 7.3    REPORTS BY TRUSTEE . . . . . . . . . . . . . . . . . . . .54
     SECTION 7.4    REPORTS BY COMPANY . . . . . . . . . . . . . . . . . . . .55

ARTICLE 8
     CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
     SECTION 8.1    COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS . . .55
     SECTION 8.2    SUCCESSOR CORPORATION SUBSTITUTED. . . . . . . . . . . . .56

ARTICLE 9
     SUPPLEMENTAL INDENTURES
     SECTION 9.1    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS . . . .56
     SECTION 9.2    SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. . . . . .57
     SECTION 9.3    EXECUTION OF SUPPLEMENTAL INDENTURES . . . . . . . . . . .59
     SECTION 9.4    EFFECT OF SUPPLEMENTAL INDENTURES. . . . . . . . . . . . .59
     SECTION 9.5    CONFORMITY WITH TRUST INDENTURE ACT. . . . . . . . . . . .59
     SECTION 9.6    REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES . . . .59

ARTICLE 10
     COVENANTS
     SECTION 10.1   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST . . . . . . . .59
     SECTION 10.2   MAINTENANCE OF OFFICE OR AGENCY. . . . . . . . . . . . . .59
     SECTION 10.3   MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST . . . . .60
     SECTION 10.4   PAYMENT OF TAXES AND OTHER CLAIMS. . . . . . . . . . . . .61
     SECTION 10.5   STATEMENT AS TO COMPLIANCE . . . . . . . . . . . . . . . .61
     SECTION 10.6   WAIVER OF CERTAIN COVENANTS. . . . . . . . . . . . . . . .62
     SECTION 10.7   ADDITIONAL SUMS. . . . . . . . . . . . . . . . . . . . . .62
     SECTION 10.8   ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . .62
     SECTION 10.9   PAYMENT OF EXPENSES OF THE TRUST . . . . . . . . . . . . .63

ARTICLE 11
     REDEMPTION OR EXCHANGE OF DEBENTURES
     SECTION 11.1   ELECTION TO REDEEM; NOTICE TO TRUSTEE. . . . . . . . . . .64
     SECTION 11.2   SELECTION OF DEBENTURES TO BE REDEEMED . . . . . . . . . .64
     SECTION 11.3   NOTICE OF REDEMPTION . . . . . . . . . . . . . . . . . . .64
     SECTION 11.4   DEPOSIT OF REDEMPTION PRICE. . . . . . . . . . . . . . . .65
     SECTION 11.5   DEBENTURES PAYABLE ON REDEMPTION DATE. . . . . . . . . . .66
     SECTION 11.6   DEBENTURES REDEEMED IN PART. . . . . . . . . . . . . . . .66
     SECTION 11.7   MANDATORY REDEMPTION . . . . . . . . . . . . . . . . . . .67
     SECTION 11.8   OPTIONAL REDEMPTION. . . . . . . . . . . . . . . . . . . .67
     SECTION 11.9   EXCHANGE OF TRUST SECURITIES FOR DEBENTURES. . . . . . . .68

ARTICLE 12
     SUBORDINATION OF DEBENTURES
     SECTION 12.1   DEBENTURES SUBORDINATE TO SENIOR DEBT. . . . . . . . . . .68

                                      iii
<PAGE>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>

     SECTION 12.2   PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC.. . . . . .69
     SECTION 12.3   PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION OF
                    DEBENTURES . . . . . . . . . . . . . . . . . . . . . . . .70
     SECTION 12.4   NO PAYMENT WHEN SENIOR DEBT IN DEFAULT . . . . . . . . . .70
     SECTION 12.5   PAYMENT PERMITTED IF NO DEFAULT. . . . . . . . . . . . . .71
     SECTION 12.6   SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR DEBT. . . . . .71
     SECTION 12.7   PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS. . . . . . . .71
     SECTION 12.8   TRUSTEE TO EFFECTUATE SUBORDINATION. . . . . . . . . . . .72
     SECTION 12.9   NO WAIVER OF SUBORDINATION PROVISIONS. . . . . . . . . . .72
     SECTION 12.10  NOTICE TO TRUSTEE. . . . . . . . . . . . . . . . . . . . .72
     SECTION 12.11  RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF
                    LIQUIDATING AGENT. . . . . . . . . . . . . . . . . . . . .72
     SECTION 12.12  TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT . . . . .73
     SECTION 12.13  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT;
                    PRESERVATION OF TRUSTEE'S RIGHTS . . . . . . . . . . . . .73
     SECTION 12.14  ARTICLE APPLICABLE TO PAYING AGENTS. . . . . . . . . . . .73
     SECTION 12.15  CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENT. . . . . .73

ARTICLE 13
     CONVERSION OF DEBENTURES
     SECTION 13.1   CONVERSION RIGHTS. . . . . . . . . . . . . . . . . . . . .73
     SECTION 13.2   CONVERSION PROCEDURES. . . . . . . . . . . . . . . . . . .74
     SECTION 13.3   EXPIRATION OF CONVERSION RIGHTS. . . . . . . . . . . . . .77
     SECTION 13.4   CONVERSION PRICE ADJUSTMENTS . . . . . . . . . . . . . . .77
     SECTION 13.5   FUNDAMENTAL CHANGE . . . . . . . . . . . . . . . . . . . .81
     SECTION 13.6   NOTICE OF ADJUSTMENTS OF CONVERSION PRICE. . . . . . . . .82
     SECTION 13.7   PRIOR NOTICE OF CERTAIN EVENTS . . . . . . . . . . . . . .83
     SECTION 13.8   CERTAIN ADDITIONAL RIGHTS. . . . . . . . . . . . . . . . .84
     SECTION 13.9   RESTRICTIONS ON COMMON STOCK ISSUABLE UPON CONVERSION. . .84
     SECTION 13.10  TRUSTEE NOT RESPONSIBLE FOR DETERMINING CONVERSION
                    PRICE OR ADJUSTMENTS . . . . . . . . . . . . . . . . . . .85
</TABLE>

                                      iv


<PAGE>

       JUNIOR CONVERTIBLE SUBORDINATED INDENTURE, dated as of June 9, 1998 
between TOWER AUTOMOTIVE, INC., a Delaware corporation (the "COMPANY") having 
its principal office at 6303 28th Street S.E., Grand Rapids, Michigan 49546, 
and THE FIRST NATIONAL BANK OF CHICAGO, a national banking association 
("FIRST CHICAGO"), as Trustee (the "TRUSTEE").
                                        
                              RECITALS OF THE COMPANY

       The Company has duly authorized the execution and delivery of this 
Subordinated Indenture to provide for the issuance of its 6 3/4% Convertible
Subordinated Debentures (the "DEBENTURES") of substantially the tenor 
hereinafter provided which evidence loans made to the Company of the proceeds 
from the issuance by Tower Automotive Capital Trust, a Delaware business 
trust (the "TRUST"), of preferred trust interests in the Trust (the 
"PREFERRED SECURITIES") and common interests in the Trust (the "COMMON 
SECURITIES"), and to provide the terms and conditions upon which the 
Debentures are to be authenticated, issued and delivered.

       All things necessary to make the Debentures, when executed by the 
Company and authenticated and delivered hereunder and duly issued by the 
Company, the valid obligations of the Company, and to make this Subordinated 
Indenture a valid agreement of the Company, in accordance with their and its 
terms, have been done.

       NOW THEREFORE, THIS INDENTURE WITNESSETH:

       For and in consideration of the premises and the purchase of the 
Debentures by the Holders thereof, it is mutually covenanted and agreed, for 
the equal and proportionate benefit of all Holders of the Debentures, as 
follows:

                                     ARTICLE 1
              DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

              SECTION 1.1     DEFINITIONS.  For all purposes of this 
Subordinated Indenture, except as otherwise expressly provided or unless the 
context otherwise requires:

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

              (b) all other terms used herein which are defined in the Trust
       Indenture Act, either directly or by reference therein, have the meanings
       assigned to them therein;

              (c) all accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles, and the term "GENERALLY ACCEPTED ACCOUNTING
       PRINCIPLES" with respect to any computation required or permitted
       hereunder shall mean such accounting principles which are generally
       accepted at the date or time of such computation; and


<PAGE>

              (d) the words "HEREIN" and "HEREUNDER" and other words of similar
       import refer to this Subordinated Indenture as a whole and not to any
       particular Article, Section or other subdivision.

       "ACT," when used with respect to any Holder, has the meaning specified in
Section 1.4.

       "ADDITIONAL INTEREST" means the interest, if any, that shall accrue on 
any interest on the Debentures that is in arrears for more than one interest 
payment period or not paid during any Extension Period, which in either case 
(to the extent permitted by law) shall accrue at the stated rate per annum 
specified or determined as specified in such Debenture and compounded 
quarterly.

       "ADDITIONAL SUMS" has the meaning specified in Section 10.7.

       "ADDITIONAL TAXES" means the sum of any additional taxes, duties and 
other governmental charges to which the Trust has become subject from time to 
time as a result of a Tax Event.

       "AFFILIATE" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified Person; PROVIDED, HOWEVER, that an Affiliate of 
the Company shall be deemed not to include the Trust to which Debentures have 
been issued.  For the purposes of this definition, "CONTROL" when used with 
respect to any specified Person means the power to direct the management and 
policies of such Person, directly or indirectly, whether through the 
ownership of voting securities, by contract or otherwise; and the terms 
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

       "APPLICABLE PRICE" means (i) in the case of a Non-Stock Fundamental 
Change in which the holders of Common Stock receive only cash, the amount of 
cash received by the holder of one share of Common Stock and (ii) in the 
event of any other Non-Stock Fundamental Change or any Stock Fundamental 
Change, the average of the Closing Prices for Common Stock during the ten 
Trading Days prior to and including the record date for the determination of 
the holders of Common Stock entitled to receive such securities, cash, or 
other property in connection with such Non-Stock Fundamental Change or Stock 
Fundamental Change or, if there is no such record date, the date upon which 
the holders of Common Stock shall have the right to receive such securities, 
cash, or other property (the "Entitlement Date"), in each case as adjusted in 
good faith by the Company to appropriately reflect any of the events referred 
to in Section 13.4.

       "AUTHENTICATING AGENT" means any Person authorized by the Trustee 
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate 
Debentures.

       "BOARD OF DIRECTORS" means either the board of directors of the 
Company or any committee of that board duly authorized to act hereunder.

       "BOARD RESOLUTION" means a copy of the resolution certified by the 
Secretary or an Assistant Secretary of the Company to have been duly adopted 
by the Board of Directors, or such committee of the Board of Directors or 
officers of the Company to which authority to act on behalf of the Board of 
Directors has been delegated, and to be in full force and effect on the date 
of such certification, and delivered to the Trustee.

                                        2
<PAGE>

       "BUSINESS DAY" means any day other than a Saturday or Sunday or a day 
on which banking institutions in the City of New York are authorized or 
required by law or executive order to remain closed or a day on which the 
Corporate Trust Office of the Trustee, or the principal office of the 
Property Trustee under the Declaration, is closed for business.

       "CLOSING PRICE" means on any day the reported last sale price on such 
day or, in case no sale takes place on such day, the average of the reported 
closing bid and asked prices in each case on the NYSE Composite Tape or, if 
the stock is not traded on the NYSE, on the principal national securities 
exchange or quotation system on which such stock is listed or admitted to 
trading, or, if not listed or admitted to trading or quoted on any national 
securities exchange or quotation system, the average of the closing bid and 
asked prices of such stock in the over-the-counter market on the day in 
question as reported by the National Quotation Bureau Incorporated, or a 
similar generally accepted reporting service, or, if not so available in such 
manner, as furnished by the NASD member firm, selected by the Board of 
Directors of the Company for that purpose or, if not so available in such 
manner, as otherwise determined in good faith by the Board of Directors of 
the Company.

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

       "COMMON SECURITIES" has the meaning specified in the first recital of 
this Subordinated Indenture.

       "COMMON STOCK" means the Common Stock, $0.01 par value per share, of 
the Company

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

       "COMPANY REQUEST" and "COMPANY ORDER" means, respectively, the written 
request or order signed in the name of the Company by its Chairman of the 
Board, its Vice Chairman, its President or a Vice President, and by its 
Treasurer, an Assistant Treasurer, its Controller, its Secretary or an 
Assistant Secretary, and delivered to the Trustee.

       "CONVERSION AGENT" has the meaning specified in Section 13.2.

       "CONVERSION EXPIRATION DATE" has the meaning specified in Section 13.3.

       "CONVERSION DATE" has the meaning specified in Section 13.2.

       "CONVERSION PRICE" has the meaning specified in Section 13.1.

       "CORPORATE TRUST OFFICE" means the principal office of the Trustee at 
which at any particular time its corporate trust business shall be 
administered which office at the date hereof is located at One First National 
Plaza, Suite 0126, Chicago, Illinois  60670-0126.

                                        3
<PAGE>


       "CURRENT MARKET PRICE" means the average of the last reported sale 
price, regular way, for the 10 Trading Days (as defined herein) ending on the 
date of determination, or, if no sale takes place on any such day, the 
average of the reported closing bid and asked prices on such day(s), regular 
way, in either case as reported on New York Stock Exchange Composite Tape, 
or, if such Common Stock is not listed or admitted to trading on New York 
Stock Exchange Composite Tape on any such day, on the principal national 
securities exchange or quotation system on which such Common Stock is listed 
or admitted to trading, or, if not listed or admitted to trading or quoted on 
any national securities exchange or quotation system, the average closing bid 
and asked prices of such Common Stock in the over-the-counter market for the 
10 Trading Days in question as reported by the National Quotation Bureau 
Incorporated, or a similar generally accepted reporting service, or, if not 
so available in such manner, as furnished by any member firm of the National 
Association of Securities Dealers, Inc. selected from time to time by the 
Board of Directors of the Company for that purpose or, if not so available in 
such manner, as otherwise determined in good faith by the Board of Directors 
of the Company. As used herein, the term "Trading Day" shall mean a day on 
which the principal national securities exchange on which the Common Stock is 
listed or admitted to trading is open for the transaction of business or, if 
the Common Stock is not listed or admitted to trading on any national 
securities exchange, a Business Day.

       "DEBENTURES" or "DEBENTURE" means any debt securities or debt 
security, as the case may be, authenticated and delivered under this 
Subordinated Indenture.

       "DEBT" means, with respect to any Person, whether recourse is to all 
or a portion of the assets of such Person and whether or not contingent, (i) 
every obligation of such Person for money borrowed; (ii) every obligation of 
such Person evidenced by bonds, debentures, notes or other similar 
instruments, including obligations incurred in connection with the 
acquisition of property, assets or businesses; (iii) every reimbursement 
obligation of such Person with respect to letters of credit, bankers' 
acceptances or similar facilities issued for the account of such Person; (iv) 
every obligation of such Person issued or assumed as the deferred purchase 
price of property or services (but excluding trade accounts payable or 
accrued liabilities arising in the ordinary course of business); (v) every 
capital lease obligation of such Person; and (vi) every obligation of the 
type referred to in clauses (i) through (v) of another Person and all 
dividends of another Person the payment of which, in either case, such Person 
has guaranteed or is responsible for or liable, directly or indirectly, as 
obligor or otherwise.

       "DECLARATION" means the Declaration of Trust substantially in the form 
attached hereto as Annex A, as amended by the form of Amended and Restated 
Declaration of Trust substantially in the form attached hereto as Annex B, as 
amended from time to time.

       "DEFAULTED INTEREST" has the meaning specified in Section 3.7.

       "DEPOSITARY" means, with respect to the Debentures issuable or issued 
in whole or in part in the form of one or more Global Debentures, the Person 
designated as Depositary by the Company (or any successor thereto).

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

                                        4
<PAGE>

       "DEBENTURE EVENTS OF DEFAULT" has the meaning specified in Article 5.

       "ENTITLEMENT DATE" has the meaning specified in the definition of 
"Applicable Price."

       "EXPIRATION TIME" has the meaning specified in Section 13.4(e).

       "EXTENSION PERIOD" has the meaning specified in Section 2.3.

       "FUNDAMENTAL CHANGE" means the occurrence of any Transaction or event 
in connection with a plan pursuant to which all or substantially all of 
Common Stock shall be exchanged for, converted into, acquired for, or 
constitute solely the right to receive securities, cash, or other property 
(whether by means of an exchange offer, liquidation, tender offer, 
consolidation, merger, combination, reclassification, recapitalization, or 
otherwise); PROVIDED, HOWEVER, in the case of a plan involving more than one 
such Transaction or event, for purposes of adjustment of the conversion 
price, such Fundamental Change shall be deemed to have occurred when 
substantially all of Common Stock shall be exchanged for, converted into, or 
acquired for or constitute solely the right to receive securities, cash, or 
other property, but the adjustment shall be based upon consideration that a 
holder of Common Stock received in such Transaction or event as a result of 
which more than 50% of Common Stock shall have been exchanged for, converted 
into, or acquired for or constitute solely the right to receive securities, 
cash, or other property.

       "GLOBAL DEBENTURE" means a Debenture in the form prescribed in Section 
2.4 evidencing all or part of the Debentures, issued to the Depositary or its 
nominee, and registered in the name of such Depositary or its nominee.

       "GUARANTEE" means the guarantee by the Company of distributions on the 
Preferred Securities of the Trust to the extent provided in the Guarantee 
Agreement, substantially in the form attached hereto as Annex C, as amended 
from time to time.

       "HOLDER" means a Person in whose name a Debenture is registered in the 
Securities Register.

       "INITIAL PURCHASERS" with respect to the Preferred Securities, means 
Donaldson, Lufkin & Jenrette Securities Corporation, Robert W. Baird & Co. 
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and 
PaineWebber Incorporated.

       "INTEREST PAYMENT DATE" means as to the Debentures the Stated Maturity 
of an installment of interest on such Debentures.

       "INTEREST RATE" means the rate of interest specified or determined as 
specified in each Debenture as being the rate of interest payable on such 
Debenture.

       "INVESTMENT COMPANY EVENT" means, in respect of the Trust, the receipt 
by the Property Trustee, on behalf of the Trust of an Opinion of Counsel, 
rendered by a law firm having a recognized national tax and securities 
practice and experienced in matters under the 1940 Act (which opinion shall 
not have been rescinded by such law firm), to the effect that, as a result of 
the occurrence of a change in law or regulation or a change in interpretation 
or application of law or regulation by any legislative body, court, 
governmental agency or regulatory authority (a "CHANGE IN 1940 ACT LAW"), 

                                        5
<PAGE>

there is more than an insubstantial risk that the Trust is or will be within 
90 days of the date thereof considered an "investment company" that is 
required to be registered under the 1940 Act, which Change in 1940 Act Law 
becomes effective on or after the date of original issuance of the Preferred 
Securities of the Trust.

       "JUNIOR SUBORDINATED PAYMENT" has the meaning specified in Section 
12.2.

       "LIQUIDATED DAMAGES" has the meaning specified in the form of reverse 
of Debenture set forth in Section 2.3

       "MATURITY" when used with respect to the Debentures, means the date on 
which the principal of the Debentures becomes due and payable as herein 
provided, whether at the Stated Maturity or by declaration of acceleration, 
call for redemption or otherwise.

       "1940 ACT" means the Investment Company Act of 1940, as amended.

       "NON BOOK-ENTRY PREFERRED SECURITIES" has the meaning specified in 
Section 3.15.

       "NON-STOCK FUNDAMENTAL CHANGE" means any Fundamental Change other than 
a Stock Fundamental Change.

       "NOTICE OF CONVERSION" means the notice given by a Holder of Preferred 
Securities to the Conversion Agent directing the Conversion Agent to exchange 
such Preferred Securities for Debentures and to convert such Debentures into 
Common Stock on behalf of such holder.

       "NOTICE OF DEFAULT" has the meaning specified in Section 5.1(c).

       "NYSE" means the New York Stock Exchange.

       "OFFICERS' CERTIFICATE" means a certificate signed by (i) the 
Chairman, Chief Executive Officer, President or a Vice President, and by (ii) 
the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an 
Assistant Secretary of the Company, and delivered to the Trustee.

       "OPINION OF COUNSEL" means a written opinion of counsel, who may be 
counsel for the Company, the Trust, or the Trustee, but who may be an 
employee thereof, and who shall be reasonably acceptable to the Trustee.

       "OUTSTANDING" means, as of the date of determination, all Debentures 
theretofore authenticated and delivered under this Subordinated Indenture, 
except:

              (i) Debentures theretofore canceled by the Trustee or delivered to
       the Trustee for cancellation;

              (ii) Debentures for whose payment money in the necessary amount
       has been theretofore irrevocably deposited with the Trustee or any Paying
       Agent in trust for the Holders of such Debentures; and

                                        6
<PAGE>

              (iii) Debentures which have been converted into Common Stock
       pursuant to Section 13.1, unless proof satisfactory to the Trustee is
       presented that any Debentures are held by Holders in whose hands such
       Debentures are valid, binding and legal obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite 
principal amount of Outstanding Debentures have given any request, demand, 
authorization, direction, notice, consent or waiver hereunder, Debentures 
owned by the Company or any other obligor upon the Debentures or any 
Affiliate of the Company or such other obligor shall be disregarded and 
deemed not to be outstanding, except that, in determining whether the Trustee 
shall be fully protected in conclusively relying upon any such request, 
demand, authorization, direction, notice, consent or waiver, only Debentures 
which a Responsible Officer of the Trustee actually knows to be so owned 
shall be so disregarded. Debentures so owned which have been pledged in good 
faith may be regarded as Outstanding if the pledgee establishes to the 
satisfaction of the Trustee the pledgee's right so to act with respect to 
such Debentures and that the pledgee is not the Company or any other obligor 
upon the Debentures or any Affiliate of the Company or such other obligor.  
Upon request of the Trustee, the Company shall furnish to the Trustee 
promptly an Officers' Certificate listing and identifying all Debentures, if 
any, known by the Company to be owned or held by or for the account of the 
Company, or any other obligor on the Debentures or any Affiliate of the 
Company or such obligor, and, subject to the provisions of Section 6.1, the 
Trustee shall be entitled to accept such Officers' Certificate as conclusive 
evidence of the facts therein set forth and of the fact that all Debentures 
not listed therein are Outstanding for the purpose of any such determination.

       "PAYING AGENT" means the Trustee or any Person authorized by the 
Company to pay the principal of or interest on any Debentures on behalf of 
the Company.

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

       "PREDECESSOR DEBENTURE" of any particular Debenture means every 
previous Debenture evidencing all or a portion of the same debt as that 
evidenced by such particular Debenture, and, for the purposes of this 
definition, any Debenture authenticated and delivered under Section 3.6 in 
lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the 
same debt as the lost, destroyed or stolen Debenture.

       "PREFERRED SECURITIES" has the meaning specified in the first recital 
of this Subordinated Indenture.

       "PROCEEDING" has the meaning specified in Section 12.2.

       "PROPERTY TRUSTEE" means, in respect of the Trust, the commercial bank 
or trust company identified as the "Property Trustee" in the Declaration, 
solely in its capacity as Property Trustee of the Trust under the Declaration 
and not in its individual capacity, or its successor in interest in such 
capacity, or any successor property trustee appointed as therein provided.

                                        7
<PAGE>

       "PURCHASE AGREEMENT" means the Purchase Agreement, dated June 3, 1998, 
by and among the Trust, the Company and the Initial Purchasers.

       "PURCHASED SHARES" has the meaning specified in Section 13.4(e).

       "PURCHASER STOCK PRICE" means, with respect to any Stock Fundamental 
Change the average of the Closing Prices for common stock received in such 
Stock Fundamental Change for the ten consecutive Trading Days prior to and 
including the Entitlement Date, as adjusted in good faith by the Company to 
appropriately reflect any of the events referred to in Section 13.4.

       "REDEMPTION DATE," when used with respect to any Debenture to be 
redeemed, means the date fixed for such redemption by or pursuant to this 
Subordinated Indenture.

       "REDEMPTION PRICE" has the meaning specified in Section 11.3(b).

       "REFERENCE DATE" has the meaning specified in Section 13.4(c).

       "REFERENCE MARKET PRICE" initially means $30 1/3 (which is an amount 
equal to 66 2/3% of the reported last sale price for Common Stock on June 3, 
1998), and in the event of any adjustment of the Conversion Price other than 
as a result of a Non-Stock Fundamental Change, the Reference Market Price 
shall also be adjusted so that the ratio of the Reference Market Price to the 
Conversion Price after giving effect to any such adjustment shall always be 
the same as the ratio of the initial Reference Market Price to the initial 
Conversion Price of the Debentures.

       "REGULAR RECORD DATE" means for the interest payable on any Interest 
Payment Date the fifteenth day (whether or not a  Business Day) next 
preceding such Interest Payment Date.

       "RESPONSIBLE OFFICER" when used with respect to the Trustee means any 
officer assigned to the Trustee's Corporate Trust Office, including any 
managing director, vice president, assistant vice president, assistant 
treasurer, assistant secretary or any other officer of the Trustee 
customarily performing functions similar to those performed by any of the 
above designated officers and having direct responsibility for the 
administration of this Subordinated Indenture, and also, with respect to a 
particular matter, any other officer, to whom such matter is referred because 
of such officer's knowledge of and familiarity with the particular subject.

       "RESTRICTED PREFERRED SECURITIES" means all Preferred Securities 
required to bear any restricted securities legend pursuant to the Declaration.

       "RESTRICTED SECURITIES" means all the Debentures required pursuant to 
Section 2.6 to bear a Restricted Securities legend.

       "RESTRICTED SECURITIES LEGEND" has the meaning specified in Section 
2.6.

       "RIGHTS" has the meaning specified in Section 13.2(g).

       "SECURITIES REGISTER" AND "SECURITIES REGISTRAR" have the respective 
meanings specified in Section 3.5.

                                        8
<PAGE>

       "SENIOR DEBT" means the principal of (and premium, if any) and 
interest, if any (including interest accruing on or after the filing of any 
petition in bankruptcy or for reorganization relating to the Company whether 
or not such claim for post-petition interest is allowed in such proceeding), 
on Debt of the Company, whether incurred on or prior to the date of this 
Subordinated Indenture or thereafter incurred, unless, in the instrument 
creating or evidencing the same or pursuant to which the same is outstanding, 
it is provided that such obligations are not superior in right of payment to 
the Debentures or to other Debt which is PARI PASSU with, or subordinated to, 
the Debentures, PROVIDED, HOWEVER, that Senior Debt shall not be deemed to 
include (a) any Debt of the Company which when incurred and, without respect 
to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, 
was without recourse to the Company, (b) any Debt of the Company to any of 
its Subsidiaries, (c) Debt to any employee of the Company, (d) any liability 
for taxes, (e) Debt or other monetary obligations to trade creditors created 
or assumed by the Company or any of its Subsidiaries in the ordinary course 
of business in connection with the obtaining of goods, materials or services 
and (f) the Debentures.

       "SPECIAL EVENT" means a Tax Event or an Investment Company Event.

       "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means 
a date fixed by the Trustee pursuant to Section 3.7.

       "STATED MATURITY" when used with respect to the Debentures or any 
installment of principal thereof or interest thereon means the date specified 
in the Debentures as the fixed date on which the principal of the Debentures 
or such installment of interest is due and payable.

       "STOCK FUNDAMENTAL CHANGE" means either (i) any Fundamental Change 
that is a holding company reorganization (whether effected in accordance with 
Section 251(g) of the Delaware General Corporation Law or otherwise) provided 
that immediately after such Fundamental Change the Common Stock of the 
holding company in such Transaction is admitted for listing on a national 
securities exchange or for quotation on the Nasdaq National Market or (ii) 
any Fundamental Change in which more than 50% of the value (as determined in 
good faith by the Board of Directors in a Board Resolution) of the 
consideration received by holders of Common Stock consists of Common Stock 
that for each of the 10 consecutive Trading Days prior to the Entitlement 
Date has been admitted for listing or admitted for listing subject to notice 
of issuance on a national securities exchange or quoted on the Nasdaq 
National Market; PROVIDED, HOWEVER, that a Fundamental Change that is not a 
holding company reorganization described in clause (i) above shall not be a 
Stock Fundamental Change if either (a) the Company continues to exist after 
the occurrence of such Fundamental Change and the outstanding Preferred 
Securities continue to exist as outstanding Preferred Securities or (b) not 
later than the occurrence of such Fundamental Change, the outstanding 
Preferred Securities are converted into or exchanged for shares of 
convertible preferred stock of an entity succeeding to the business of the 
Company or a subsidiary thereof, which convertible preferred stock has 
powers, preferences, and relative, participating, optional, or other rights, 
and qualifications, limitations, and restrictions, substantially similar to 
those of the Preferred Securities.

       "SUBORDINATED INDENTURE" means this instrument as originally executed 
or as it may from time to time be supplemented or amended by one or more 
indentures supplemental hereto entered into pursuant to the applicable 
provisions hereof, including the terms of the Debentures.

                                        9
<PAGE>

       "SUBSIDIARY" means any corporation of which at the time of 
determination the Company and/or one or more Subsidiaries owns or controls 
directly or indirectly more than 50% of the outstanding shares of voting 
stock.  For purposes of this definition, "VOTING STOCK" means stock which has 
voting power for the election of directors, whether at all times or only so 
long as no senior class of stock has such voting power by reason of any 
contingency.

       "TAX ACTION" means any amendment to, or change (including any 
announced prospective change) in, the laws (or any regulations thereunder) of 
the United States or any political subdivision or taxing authority thereof or 
therein affecting taxation, or as a result of any official administrative 
pronouncement or judicial decision interpreting or applying such laws or 
regulations, which amendment or change is effective or such pronouncement or 
decision is announced on or after the date of the original issuance of the 
Preferred Securities.

       "TAX EVENT" means that the Company shall have requested and received 
and shall have delivered to the Property Trustee an Opinion of Counsel (as 
defined in the Declaration) from a firm having a national tax and securities 
practice (which Opinion of Counsel shall not have been rescinded by such law 
firm) that there has been a Tax Action which relates to any of the items 
described in (i) through (iii) below, and that there is more than an 
insubstantial risk that (i) the Trust is or, within 90 days after such date, 
will be subject to United States federal income tax with respect to income 
accrued or received on the Debentures, (ii) the Trust is or, within 90 days 
after such date, will be subject to more than a de minimis amount of other 
taxes, duties, assessments or other governmental charges or (iii) interest 
payable by the Company on the Debentures is not or, within 90 days after such 
date, will not be deductible, in whole or in part, by the Company for United 
States federal income tax purposes.

       "TRANSACTION" has the meaning specified in Section 13.5(a).

       "TRADING DAYS" means a Monday, Tuesday, Wednesday, Thursday and 
Friday, other than any day on which securities are not traded on the 
applicable securities exchange in the applicable securities market.

       "TRUST" has the meaning specified in the first recital of this 
Subordinated Indenture.

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

       "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 (15 
U.S.C.Sections 77aaa-77bbb), as amended and as in effect on the date as of 
this Subordinated Indenture.

       "TRUST SECURITIES" means the Common Securities and Preferred 
Securities.

       "VICE PRESIDENT" when used with respect to the Company or the 
Trustees, means any vice president, whether or not designated by a number or 
a word or words added before or after the title "VICE PRESIDENT."

                                        10
<PAGE>

              SECTION 1.2     COMPLIANCE CERTIFICATE AND OPINIONS. Upon any 
application or request by the Company to the Trustee to take any action under 
any provision of this Subordinated Indenture, the Company shall furnish to 
the Trustee an Officers' Certificate stating that all conditions precedent 
(including covenants, compliance with which constitutes a condition 
precedent), if any, provided for in this Subordinated 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 (including 
covenants compliance with which constitute a condition precedent), if any, 
have been complied with, except that in the case of any such application or 
request as to which the furnishing of such documents is specifically required 
by any provision of this Subordinated Indenture relating to such particular 
application or request, no additional certificate or opinion need be 
furnished.  Every certificate or opinion with respect to compliance with a 
condition or covenant provided for in this Subordinated Indenture (other than 
the certificates provided pursuant to Section 10.5) shall include:

              (a)    a statement that each individual signing such 
       certificate or opinion has read such covenant or condition and the 
       definitions herein relating thereto;

              (b)    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;

              (c)    a statement that, in the opinion of each such 
       individual, 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

              (d)    a statement as to whether, in the opinion of each such 
       individual, such condition or covenant has been complied with.

              SECTION 1.3     FORMS OF DOCUMENTS DELIVERED TO TRUSTEE.  In 
any case where several matters are required to be certified by, or covered by 
an opinion of, any specified Person, it is not necessary that all such 
matters be certified by, or covered by the opinion of, only one such Person, 
or that they be so certified or covered by only one document, but one such 
Person may certify or give an opinion with respect to some matters and one or 
more other such Persons as to other matters, and any such Person may certify 
or give an opinion as to such matters in one or several documents.  Any 
certificate or opinion of an officer of the Company may be based, insofar as 
it relates to legal matters, upon a certificate or opinion of, or 
representations by, counsel, unless such officer knows, or in the exercise of 
reasonable care should know, that the certificate or opinion or 
representations with respect to matters upon which his certificate or opinion 
is based are erroneous.  Any such certificate or Opinion of Counsel may be 
based, insofar as it relates to factual matters, upon a certificate or 
opinion of, or representations by, an officer or officers of the Company 
stating that the information with respect to such factual matters is in the 
possession of the Company, unless such counsel knows, or in the exercise of 
reasonable care should know, that the certificate or opinion or 
representations with respect to such matters are erroneous.  Where any Person 
is required to make, give or execute two or more applications, requests, 
consents, certificates, statements, opinions or other instruments under this 
Subordinated Indenture, they may, but need not, be consolidated and form one 
instrument.

              SECTION 1.4     ACTS OF HOLDERS.

                                        11
<PAGE>

              (a)    Any request, demand, authorization, direction, notice, 
       consent, waiver or other action provided by this Subordinated 
       Indenture to be given to or taken by Holders may be embodied in and 
       evidenced by one or more instruments of substantially similar tenor 
       signed by such Holders in person or by an agent duly appointed in 
       writing; and, except as herein otherwise expressly provided, such 
       action shall become effective when such instrument or instruments is 
       or are delivered to the Trustee, and, where it is hereby expressly 
       required, to the Company. Such instrument or instruments (and the 
       action embodied therein and evidenced thereby) are herein sometimes 
       referred to as the "ACT" of the Holders signing such instrument or 
       instruments.  Proof of execution of any such instrument or of a 
       writing appointing any such agent shall be sufficient for any purpose 
       of this Subordinated Indenture and (subject to Section 6.1) conclusive 
       in favor of the Trustee and the Company and any agent of the Trustee 
       or the Company, if made in the manner provided in this Section.

              (b)    The fact and date of the execution by any Person of any 
       such instrument or writing may be proved by the affidavit of a witness 
       of such execution or by the certificate of any notary public or other 
       officer authorized by law to take acknowledgments of deeds, certifying 
       that the individual signing such instrument or writing acknowledged to 
       him the execution thereof.  Where such execution is by a Person acting 
       in other than his individual capacity, such certificate or affidavit 
       shall also constitute sufficient proof of his authority.

              (c)    The fact and date of the execution by any Person of any 
       such instrument or writing, or the authority of the Person executing 
       the same, may also be proved in any other manner which the Trustee 
       deems sufficient and in accordance with such reasonable rules as the 
       Trustee may determine.

              (d)    The ownership of Debentures shall be proved by the 
       Securities Register.

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

              (f)    The Company may, but shall not be obligated to, fix a 
       record date for the purpose of determining the Holders entitled to 
       take any action under this Subordinated Indenture by vote or consent.  
       Except as otherwise provided herein, such record date shall be the 
       later of 30 days prior to the first solicitation of such consent or 
       vote or the date of the most recent list of Holders furnished to the 
       Trustee pursuant to Section 7.1 prior to such solicitation.  If a 
       record date is fixed, those persons who were Holders at such record 
       date (or their duly designated proxies), and only those persons, shall 
       be entitled to take such action by vote or consent or to revoke any 
       vote or consent previously given, whether or not such persons continue 
       to be Holders after such record date.

              (g)    Without limiting the foregoing, a Holder entitled 
       hereunder to give or take any such action with regard to any 
       particular Debenture may do so with regard to all or any part of the 
       principal amount of such Debenture or by one or more duly appointed 
       agents each of 

                                       12
<PAGE>

       which may do so pursuant to such appointment with regard to all or any 
       different part of such principal amount.

              SECTION 1.5     NOTICES, ETC. TO TRUSTEE AND COMPANY.  Any 
request, demand, authorization, direction, notice, consent, waiver or Act of 
Holders or other document provided or permitted by this Subordinated 
Indenture to be made upon, given or furnished to, or filed with

              (a)    the Trustee by any Holder or by the Company shall be
       sufficient for every purpose hereunder if made, given, furnished or filed
       in writing to or with the Trustee at its Corporate Trust Office, or

              (b)    the Company by the Trustee or by any Holder shall be
       sufficient for every purpose (except as otherwise provided in Section 5.1
       hereof) hereunder if in writing and mailed, first class, postage prepaid,
       to the Company addressed to it at the address of its principal office
       specified in the first paragraph of this instrument or at any other
       address previously furnished in writing to the Trustee by the Company.

              SECTION 1.6     NOTICE TO HOLDERS; WAIVER.  Where this 
Subordinated Indenture provides for notice to Holders of any event, such 
notice shall be sufficiently given (unless otherwise herein expressly 
provided) if in writing and mailed, first class postage prepaid, to each 
Holder affected by such event, at the address of such Holder as it appears in 
the Securities Register on the date such notice is mailed, which shall be not 
later than the latest date, and not earlier than the earliest date, 
prescribed for the giving of such notice. In any case where notice to Holders 
is given by mail, neither the failure to mail such notice, nor any defect in 
any notice so mailed, to any particular Holder shall affect the sufficiency 
of such notice with respect to other Holders.  Where this Subordinated 
Indenture provides for notice in any manner, such notice may be waived in 
writing by the Person entitled to receive such notice, either before or after 
the event, and such waiver shall be the equivalent of such notice.  Waivers 
of notice by Holders shall be filed with the Trustee, but such filing shall 
not be a condition precedent to the validity of any action taken in reliance 
upon such waiver.  In case by reason of the suspension of regular mail 
service or by reason of any other cause it shall be impracticable to give 
such notice by mail, then such notification as shall be made with the 
approval of the Trustee shall constitute a sufficient notification for every 
purpose hereunder.

              SECTION 1.7     CONFLICT WITH TRUST INDENTURE ACT.  If any 
provision of this Subordinated Indenture limits, qualifies or conflicts with 
a provision of the Trust Indenture Act that is required under such act to be 
a part of and govern this Subordinated Indenture, the latter provision shall 
control.  If any provision of this Subordinated Indenture modifies or 
excludes any provision of the Trust Indenture Act that may be so modified or 
excluded, the former provision shall be deemed to apply.

              SECTION 1.8     EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The 
Article and Section headings herein and the Table of Contents are for 
convenience only and shall not affect the construction hereof.

              SECTION 1.9     SUCCESSORS AND ASSIGNS.  All covenants and 
agreements in this Subordinated Indenture by the Company shall bind its 
successors and assigns, whether so expressed or not.

                                       13
<PAGE>

              SECTION 1.10    SEPARABILITY CLAUSE.  In case any provision in 
this Subordinated Indenture or in the Debentures shall be invalid, illegal or 
unenforceable, the validity, legality and enforceability of the remaining 
provisions shall not in any way be affected or impaired thereby.

              SECTION 1.11    BENEFITS OF INDENTURE.  Nothing in this 
Subordinated Indenture or in the Debentures, express or implied, shall give 
to any Person, other than the parties thereto, any Paying Agent and their 
successors and assigns and the Holders of the Debentures, any benefit or any 
legal or equitable right, remedy or claim under this Subordinated Indenture.

              SECTION 1.12    GOVERNING LAW.  This Subordinated Indenture and 
the Debentures shall be governed by and construed in accordance with the laws 
of the State of Illinois without regard to its principles of conflicts of 
laws.

              SECTION 1.13    NON-BUSINESS DAYS.  In any case where any 
Interest Payment Date, Redemption Date, or Stated Maturity of any Debenture 
shall not be a Business Day, then (notwithstanding any other provision of 
this Subordinated Indenture or the Debentures) payment of interest or 
principal payable on such date will be made on the next succeeding day that 
is a Business Day (and without any interest or other payment in respect of 
any such delay) with the same force and effect as if made on the Interest 
Payment Date or Redemption Date or at the Stated Maturity, PROVIDED, HOWEVER, 
that no interest shall accrue for the period from and after such Interest 
Payment Date or Redemption Date or Stated Maturity.

                                    ARTICLE 2
                                  DEBENTURE FORM

              SECTION 2.1     FORMS GENERALLY.  The Debentures and the 
Trustee's certificate of authentication shall be in substantially the forms 
sets forth in this Article 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 applicable tax laws or the rules of any securities 
exchange or as may, consistently herewith, be determined by the officers 
executing such Debentures, as evidenced by their execution of the Debentures.

       The definitive Debentures shall be typewritten, printed, lithographed 
or engraved or produced by any combination of these methods, if required by 
any securities exchange on which the Debentures may be listed, on a steel 
engraved border or steel engraved borders or may be produced in any other 
manner permitted by the rules of any securities exchange on which the 
Debentures may be listed, all as determined by the officers executing such 
Debentures, as evidenced by their execution of such Debentures.

              SECTION 2.2     FORM OF FACE OF DEBENTURE.

          6 3/4% Convertible Subordinated Debenture due June 30, 2018

       No. 1                                            $

                                       14
<PAGE>

       Tower Automotive, Inc., a corporation organized and existing under the 
laws of Delaware (the "COMPANY," which term includes any successor 
corporation under the Subordinated Indenture hereinafter referred to), for 
value received, hereby promises to pay to _____________________, or 
registered assigns, the principal sum of ________________________________ on 
June 30, 2018 and to pay interest on said principal sum from June 9, 1998 or 
from the most recent interest payment date (each such date, an "INTEREST 
PAYMENT DATE") on which interest has been paid or duly provided for, 
quarterly plus Additional Interest, if any until the principal hereof is paid 
or duly provided for or made available for payment subject to deferral as set 
forth herein in arrears on March 31, June 30, September 30 and December 31 of 
each year, commencing September 30, 1998 at the rate of 63/4% per annum, 
until the principal hereof shall have become due and payable.

       Reference is hereby made to the further provisions of this Debenture 
set forth on the reverse hereof, which further provisions shall for all 
purposes have the same effect as if set forth at this place.

       Unless the certificate of authentication hereon has been executed by 
the Trustee referred to on the reverse hereof by manual signature, this 
Debenture shall not be entitled to any benefit under the Subordinated 
Indenture or be valid or obligatory for any purpose.

       IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed.


Dated:

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


              SECTION 2.3     FORM OF REVERSE OF DEBENTURE.  This Debenture 
is one of a duly authorized issue of Debentures of the Company (the 
"DEBENTURES") limited to the aggregate principal amount of $266,752,600, 
issued and to be issued under a Junior Convertible Subordinated Indenture, 
dated as of June 9, 1998 (the "SUBORDINATED INDENTURE"), between the Company 
and The First National Bank of Chicago, as Trustee (herein called the 
"TRUSTEE," which term includes any successor trustee under the Subordinated 
Indenture), to which the Subordinated Indenture and all indentures 
supplemental thereto reference is hereby made for a statement of the 
respective rights, limitations of rights, duties and immunities thereunder of 
the Trustee, the Company and the Holders of the Debentures, and of the terms 
upon which the Debentures are, and are to be, authenticated and delivered.  
All terms used in this Debenture that are defined in the Subordinated 
Indenture shall have the meanings assigned to them in the Subordinated 
Indenture.

       The amount of interest payable for any period will be computed on the 
basis of a 360-day year of twelve 30-day months.  For periods less than a 
full month, interest shall be computed on the actual number of elapsed days 
over 360 days.  In the event that any date on which interest is payable on 
this Debenture is not a Business Day, then payment of the interest on such 
date will be made on the next succeeding day which is a Business Day (and 
without any interest or other payment in respect of any such delay), except 
that if such Business Day is in the next succeeding calendar year, 

                                       15
<PAGE>

then such payment shall be made on the immediately preceding Business Day, in 
each case with the same force and effect as if made on the date the payment 
was originally payable.  The interest installment so payable, and punctually 
paid or duly provided for, on any Interest Payment Date will, as provided in 
the Subordinated Indenture, be paid to the Person in whose name this 
Debenture (or one or more Predecessor Debentures, as defined in the 
Subordinated Indenture) is registered at the close of business on the Regular 
Record Date, for such interest installment which shall be the date which is 
the Business Day next preceding such Interest Payment Date.  Any such 
interest installment not so punctually paid or duly provided for shall 
forthwith cease to be payable to the Holder on such Regular Record Date and 
may either be paid to the Person in whose name this Debenture (or one or more 
Predecessor Debentures) is registered at the close of business on a Special 
Record Date for the payment of such Defaulted Interest to be fixed by the 
Trustee, notice whereof shall be given to Holders of Debentures not less than 
10 days prior to such Special Record Date, or be paid at any time in any 
other lawful manner not inconsistent with the requirements of any securities 
exchange on which the Debentures may be listed, and upon such notice as may 
be required by such exchange, all as more fully provided in the Subordinated 
Indenture.

       The Company shall have the right at any time during the term of this 
Debenture, from time to time, to extend the interest payment period of such 
Debenture for up to 20 consecutive quarters with respect to each deferral 
period (each such deferral period, an "EXTENSION PERIOD"), during which 
periods the Company shall have the right not to make payments of interest on 
any Interest Payment Date, and at the end of which the Company shall pay all 
interest then accrued and unpaid (together with Additional Interest, if any, 
thereon to the extent permitted by applicable law); PROVIDED that during any 
such Extension Period, the Company will not, and will not permit any 
Subsidiary to (a) (i) declare or pay dividends on, make distributions with 
respect to, or redeem, purchase or acquire, or make a liquidation payment 
with respect to any of its Capital Stock (except for (x) dividends or 
distributions in shares of, or options, warrants or rights to subscribe for 
or purchase shares of its Capital Stock and conversions or exchanges of 
Common Stock of one class for Common Stock of another class and (y) 
redemptions or purchases of any rights pursuant to rights agreement and the 
issuance of Capital Stock pursuant to such rights) or (ii) make any payments 
of principal, interest or premium, if any, on or repay or repurchase or 
redeem any debt securities (including guarantees of indebtedness for money 
borrowed) of the Company that rank PARI PASSU with or junior to the 
Debentures (other than (u) any redemption, liquidation, interest, principal 
or guarantee payment by the Company where the payment is made by way of 
securities (including Capital Stock) that rank PARI PASSU with or junior to 
the securities on which such redemption, interest, principal or guarantee 
payment is being made, (v) payments under the Guarantee (as defined in the 
Declaration) or the Common Securities Guarantee (as defined in the 
Declaration), (w) purchases of Common Stock related to the issuance of Common 
Stock under any of the Company's benefit plans for its directors, officers or 
employees, (x) as a result of a reclassification of the Company's Capital 
Stock or the exchange or conversion of one series or class of the Company's 
Capital Stock for another series or class of the Company's Capital Stock, (y) 
the purchase of fractional interests in shares of the Company's Capital Stock 
pursuant to the conversion or exchange provisions of such Capital Stock or 
the security being converted or exchanged and (z) redemptions or purchases of 
any rights pursuant to a rights agreement and the issuance of Capital Stock 
pursuant to such rights).  Prior to the termination of any such Extension 
Period, the Company may further extend the interest payment period, PROVIDED 
that no Extension Period shall exceed 20 consecutive quarters or extend 
beyond the Stated Maturity of this Debenture. Upon the termination of any 
such Extension Period and upon the payment of all accrued and unpaid interest 
and any Additional Interest then due, the Company

                                       16
<PAGE>


may elect to begin a new Extension Period, subject to the above requirements. 
No interest shall be due and payable during an Extension Period except at the 
end thereof.  The Company shall give the Trustee, the Property Trustee and 
the Administrative Trustees notice of its selection of an Extension Period at 
least one Business Day prior to the earlier of (i) the record date for the 
date the distributions on the Preferred Securities (or if no Preferred 
Securities are outstanding, for the date interest on the Debentures) would 
have been payable except for the election to begin such Extension Period or 
(ii) the date the Property Trustee of the Tower Automotive Capital Trust is 
(or if no Preferred Securities are outstanding, the Debenture Trustee is) 
required to give notice to NYSE or other applicable self-regulatory 
organizations or to holders of such Preferred Securities (or, if no Preferred 
Securities are outstanding, to the Holders of such Debentures) of the record 
date.

       Payment of the principal of (and premium, if any) and interest on this 
Debenture will be made to the Holders in such coin or currency of the United 
States of America as at the time of payment is legal tender for payment of 
public and private debts PROVIDED, HOWEVER, that at the option of the Company 
payment of interest may be made (a) by check mailed to the address of the 
Person entitled thereto as such address shall appear in the Securities 
Register or (b) by wire transfer in immediately available funds at such place 
and to such account as may be designated by the Person entitled thereto as 
specified in the Securities Register.

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

       At any time on or after June 30, 2001, the Company may, at its option, 
subject to the terms and conditions of Article 11 of the Subordinated 
Indenture, redeem this Debenture in whole at any time or in part from time to 
time, at the Redemption Prices set forth in Section 11.8 of the Subordinated 
Indenture.

       In the event of redemption of this Debenture in  part only, a new 
Debenture or Debentures for the unredeemed portion hereof will be issued in 
the name of the Holder hereof upon the cancellation hereof.

       If a Special Event shall occur and be continuing, this Debenture shall 
be exchangeable for Preferred Securities in accordance with Section 11.9 of 
the Subordinated Indenture or, in certain circumstances, redeemable by the 
Company in accordance with Section 11.8 of the Subordinated Indenture.

       Subject to the terms and conditions set forth in Article 13 of the 
Subordinated Indenture, this Debenture is convertible, at the option of the 
Holder, hereof into shares of Common Stock.

                                       17
<PAGE>

       If a Debenture Event of Default shall occur and be continuing, the 
principal of the Debentures may be declared due and payable in the manner, 
with the effect and subject to the conditions provided in the Subordinated 
Indenture.

       The Subordinated Indenture contains provisions for satisfaction, 
discharge and defeasance of the entire indebtedness of this Debenture upon 
compliance by the Company with certain conditions set forth in the 
Subordinated Indenture.

       The Subordinated Indenture permits, with certain exceptions as therein 
provided, the amendment thereof and the modification of the rights and 
obligations of the Company and the rights of the Holders of the Debentures to 
be affected under the Subordinated Indenture at any time by the Company and 
the Trustee with the consent of the Holders of a majority in principal amount 
of the Debentures.  The Subordinated Indenture also contains provisions 
permitting Holders of specified percentages in principal amount of the 
Debentures at the time Outstanding, on behalf of the Holders of all 
Debentures, to waive compliance by the Company with certain provisions of the 
Subordinated Indenture and certain past defaults under the Subordinated 
Indenture and their consequences.  Any such consent or waiver shall be 
conclusive and binding upon the Holder of this Debenture and upon all future 
Holders of this Debenture and of any Debenture issued upon the registration 
of transfer hereof or in exchange therefor or in lieu hereof, whether or not 
notation of such consent or waiver is made upon this Debenture.

       As provided in and subject to the provisions of the Subordinated 
Indenture, if a Debenture Event of Default shall occur and be continuing, 
then and in every such case the Trustee or the Holders of not less than 25% 
in principal amount of the Outstanding Debentures may declare the principal 
amount of all the Debentures to be due and payable immediately, by a notice 
in writing to the Company (and to the Trustee if given by Holders), PROVIDED 
that, if a Debenture Event of Default shall occur and be continuing, the 
Trustee or the Holders of not less than 25% in principal amount of the 
Outstanding Debentures fail to declare the principal of all the Debentures to 
be immediately due and payable, the holders of at least 25% in aggregate 
liquidation amount of the Preferred Securities then outstanding shall have 
such right by a notice in writing to the Company and the Trustee; and upon 
any such declaration such principal amount (or specified amount) of and the 
accrued interest (including any Additional Interest) on all the Debentures 
shall become immediately due and payable, PROVIDED that the payment of 
principal and interest (including any Additional Interest) on such Debentures 
shall remain subordinated to the extent provided in Article 12 of the 
Subordinated Indenture.

       The holders of the Preferred Securities, the Debentures issuable in 
respect of the Preferred Securities, the shares of Company Common Stock 
issuable upon conversion of the Preferred Securities and the Debentures, and 
the Guarantee (collectively, the "REGISTRABLE SECURITIES") are entitled to 
the benefits of a Registration Rights Agreement, dated as of June 9, 1998, 
among Tower Automotive Capital Trust, the Company and the Initial Purchasers 
(the "REGISTRATION RIGHTS AGREEMENT").  Pursuant to the Registration Rights 
Agreement, the Company has agreed for the benefit of the holders of 
Registrable Securities that (i) it will, at its cost, use its best efforts 
within 90 days after the date of original issuance of the Registrable 
Securities, to file a shelf registration statement (the "SHELF REGISTRATION 
STATEMENT") with the Commission with respect to the resales of the 
Registrable Securities, (ii) it will use its best efforts to cause such Shelf 
Registration Statement to be declared effective by the Commission within 150 
days after the date of issuance of the 

                                       18
<PAGE>

Registrable Securities and (iii) it will use its best efforts to maintain 
such Shelf Registration Statement continuously effective under the Securities 
Act until two years after the date of original issuance of the Preferred 
Securities (or such earlier date as the holders of Registrable Securities are 
able to sell all Registrable Securities immediately without restriction, 
whether pursuant to Rule 144(k) under the Securities Act or any successor 
rule thereto or otherwise) (the "EFFECTIVENESS PERIOD").  The Trust and the 
Company will be permitted to suspend the use of the prospectus (which is a 
part of the Shelf Registration Statement) in connection with sales of 
Registrable Securities by holders during certain periods of time under 
certain circumstances relating to pending corporate developments relating to 
the Company and public filings with the Commission and similar events.

       If (i) on or prior to 90 days following the date of original issuance 
of the Registrable Securities, a Shelf Registration Statement has not been 
filed with the Commission, or (ii) on or prior to the 150th day following the 
original issuance of the Registrable Securities, such Shelf Registration 
Statement has not been declared effective (each such event a "REGISTRATION 
DEFAULT"), additional interest ("LIQUIDATED DAMAGES") will accrue on the 
Debentures and, accordingly, additional distributions will accrue on the 
Preferred Securities, from and including the day following such Registration 
Default until such time as such Shelf Registration Statement is filed or such 
Shelf Registration Statement is declared effective, as the case may be.  
Liquidated Damages will be paid quarterly in arrears (subject to the 
Company's ability to defer payment of Liquidated Damages during any Extension 
Period), with the first quarterly payment due on the first Interest Payment 
Date following the date on which such Liquidated Damages begin to accrue, and 
will accrue at a rate per annum equal to an additional 0.25% of the principal 
amount or liquidation amount, as applicable, to and including the 90th day 
following such Registration Default and 0.50% thereof from and after the 91st 
day following such Registration Default.  In the event that during the 
Effectiveness Period the Shelf Registration Statement ceases to be effective 
for more than 90 days, whether or not consecutive, during any 12-month period 
then the interest rate borne by the Debentures and the distribution rate 
borne by the Preferred Securities will each increase by an additional 0.50% 
per annum from the 91st day of the applicable 12-month period such Shelf 
Registration Statement ceases to be effective until the earlier of such time 
as (i) the Shelf Registration Statement again becomes effective or (ii) the 
Effectiveness Period expires.

       No reference herein to the Subordinated Indenture and no provision of 
this Debenture or of the Subordinated Indenture shall alter or impair the 
obligation of the Company, which is absolute and unconditional, to pay the 
principal of (and premium, if any) and interest on this Debenture at the 
times, place and rate, and in the coin or currency, herein prescribed.

       As provided in the Subordinated Indenture and subject to certain 
limitations therein set forth, the transfer of this Debenture is registrable 
in the Securities Register, upon surrender of this Debenture for registration 
of transfer at the office or agency of the Company maintained under Section 
10.2 of the Subordinated Indenture duly endorsed by, or accompanied by a 
written instrument of transfer in form satisfactory to the Company and the 
Securities Registrar duly executed by, the Holder hereof or his attorney duly 
authorized in writing, and thereupon one or more new Debentures, of 
authorized denominations and for the same aggregate principal amount, will be 
issued to the designated transferee or transferees.  No service charge shall 
be made for any such registration of transfer or exchange, but the Company 
may require payment of a sum sufficient to cover any tax or other 
governmental charge payable in connection therewith.

                                       19
<PAGE>

       Prior to due presentment of this Debenture for registration of 
transfer, the Company, the Trustee and any agent of the Company or the 
Trustee may treat the Person in whose name this Debenture is registered as 
the owner hereof for all purposes, whether or not this Debenture be overdue, 
and neither the Company, the Trustee nor any such agent shall be affected by 
notice to the contrary.

       The Debentures are issuable only in registered form without coupons in 
denominations of $50 and any integral multiple thereof.  As provided in the 
Subordinated Indenture and subject to certain limitations therein set forth, 
Debentures are exchangeable for a like aggregate principal amount of 
Debentures of a different authorized denomination, as requested by the Holder 
surrendering the same.

       The Company and, by its acceptance of this Debenture or a beneficial 
interest therein, the Holder of, and any Person that acquires a beneficial 
interest in, this Debenture agree that for United States Federal, state and 
local tax purposes it is intended that this Debenture constitute indebtedness.

       THE SUBORDINATED INDENTURE AND THIS DEBENTURE SHALL BE GOVERNED BY AND 
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS WITHOUT REGARD 
TO CONFLICTS OF LAW PRINCIPLES THEREOF.

                                        20
<PAGE>

                                   ASSIGNMENT FORM

              To assign this Debenture, fill in the form below:

              (i) or (we) assign and transfer this Security to

--------------------------------------------------------------------------------
                 (Insert assignee's social security or tax I.D. no.)

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

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

--------------------------------------------------------------------------------
                (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
agent to transfer this Debenture on the books of the Company.  The agent may
substitute another to act for him.


       Your Signature:
                           -----------------------------------------------------
                                 (Sign exactly as your name appears on the other
                                 side of this Security)

       Date:
              ---------------------------------

       Signature Guarantee:*
                                    --------------------------------------------

[Include the following if the Debenture bears a Restricted Securities Legend --

In connection with any transfer of any of the Debentures evidenced by this
certificate, the undersigned confirms that such Debentures are being:

CHECK ONE BOX BELOW

       (1)    / /    exchanged for the undersigned's own account without 
                     transfer; or

------------------
*   Signature must be guaranteed by an institution which is a member of one of
    the following recognized Signature Guaranty Programs:  (i) The Securities
    Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
    Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
    or (iv) in such other guarantee programs acceptable to the Trustee.


                                      21
<PAGE>

       (2)    / /    transferred pursuant to and in compliance with Rule 144A
                     under the Securities Act of 1933; or

       (3)    / /    transferred pursuant to another available exemption from 
                     the registration requirements of the Securities Act of 
                     1933; or

       (4)    / /    transferred pursuant to an effective Registration Statement
                     under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any 
of the Debentures evidenced by this certificate in the name of any person 
other than the registered Holder thereof; PROVIDED, HOWEVER, that if box (3) 
is checked, the Trustee may require, prior to registering any such transfer 
of the Securities such legal opinions, certifications and other information 
as the Company has reasonably requested in writing and directed the Trustee 
to require confirmation that such transfer is being made pursuant to an 
exemption from, or in a transaction not subject to, the registration 
requirements of the Securities Act of 1933, such as the exemption provided by 
Rule 144 under such Act; PROVIDED, FURTHER, that after the date that a shelf 
Registration Statement under the Securities Act of 1933 has been filed and so 
long as such shelf Registration Statement continues to be effective, the 
Trustee may only permit transfers for which box (4) has been checked.



                                          ----------------------------
                                          Signature

Signature Guarantee:*


--------------------------------          ----------------------------
Signature must be guaranteed              Signature

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


Dated:
       -------------------------          --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer

                [TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

------------------
*   Signature must be guaranteed by an institution which is a member of one of
    the following recognized Signature Guaranty Programs:  (i) The Securities
    Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
    Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
    or (iv) in such other guarantee programs acceptable to the Trustee.


                                      22
<PAGE>

              The undersigned represents and warrants that it is purchasing 
this Debenture for its own account or an account with respect to which it 
exercises sole investment discretion and that it and any such account is a 
"qualified institutional buyer" within the meaning of Rule 144A under the 
Securities Act of 1933, and is aware that the sale to it is being made in 
reliance on Rule 144A and acknowledges that it has received such information 
regarding the Company as the undersigned has requested pursuant to Rule 144A 
or has determined not to request such information and that it is aware that 
the transferor is relying upon the undersigned's foregoing representations in 
order to claim the exemption from registration provided by Rule 144A.

Dated:
       ------------------------           --------------------------------------
                                          NOTICE: To be executed by an executive
                                                  officer]













                                      23
<PAGE>

                                 NOTICE OF CONVERSION

To:  Tower Automotive, Inc.

              The undersigned owner of this Debenture hereby irrevocably 
exercises the option to convert this Debenture, or the portion below 
designated, into Common Stock of Tower Automotive, Inc. in accordance with 
the terms of the Subordinated Indenture referred to in this Debenture, and 
directs that the shares issuable and deliverable upon conversion, together 
with any check in payment for fractional shares, be issued in the name of and 
delivered to the undersigned, unless a different name has been indicated in 
the assignment below.  If shares are to be issued in the name of a person 
other than the undersigned, the undersigned will pay all transfer taxes 
payable with respect thereto.


Date: ____________, ____

       in whole __
                                          Portions of Debenture to be converted
       in part  __                        ($50 or integral multiples thereof):
                                   $_________________


                                   _____________________________________________
                                   Signature (for conversion only)

                                         Please Print or Typewrite Name and
                                         Address, Including Zip Code, and Social
                                         Security or Other Identifying Number

                                   _____________________________________________
                                   _____________________________________________
                                   _____________________________________________

Signature Guarantee:* ____________









---------------------
*   Signature must be guaranteed by an institution which is a member of one of
    the following recognized Signature Guaranty Programs:  (i) The Securities
    Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange
    Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP);
    or (iv) in such other guarantee programs acceptable to the Trustee.


                                      24
<PAGE>

              SECTION 2.4     ADDITIONAL PROVISIONS REQUIRED IN GLOBAL 
DEBENTURE. Any Global Debenture issued hereunder shall, in addition to the 
provisions contained in Sections 2.2 and 2.3 bear a legend in substantially 
the following form:

"This Debenture is a Global Debenture within the meaning of the Subordinated 
Indenture hereinafter referred to and is registered in the name of a 
Depositary or a nominee of a Depositary.  This Debenture is exchangeable for 
Debentures registered in the name of a person other than the Depositary or 
its nominee only in the limited circumstances described in the Subordinated 
Indenture and may not be transferred except as a whole by the Depositary to a 
nominee of the Depositary or by a nominee of the Depositary to the Depositary 
or another nominee of the Depositary."

              SECTION 2.5     FORM OF TRUSTEE'S CERTIFICATE OF 
AUTHENTICATION.  The form of Trustee's Certificate of Authentication shall be 
as follows:*

"This is one of the Debentures designated therein referred to in the within 
mentioned Subordinated Indenture.

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By:

Authorized Signatory

Dated: ________________"

              SECTION 2.6     INITIAL ISSUANCE TO PROPERTY TRUSTEE.  The 
Debentures initially issued to the Property Trustee of the Trust shall be in 
the form of one or more individual certificates in definitive, fully 
registered form without distribution coupons and shall bear the following 
legend (the "RESTRICTED SECURITIES LEGEND") unless the Company determines 
otherwise in accordance with applicable law:

       "THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN 
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES 
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE 
TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, 
U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS 
ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A "QUALIFIED 
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) 
AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER

---------------
*   Or in the form provided in Section 6.14 in the event that a separate
    Authenticating Agent is appointed pursuant thereto.


                                      25
<PAGE>

THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK, IF ANY, ISSUABLE UPON 
CONVERSION OR EXCHANGE OF SUCH SECURITY EXCEPT (A) TO TOWER AUTOMOTIVE, INC. 
OR A SUBSIDIARY THEREOF, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES 
IS A QUALIFIED INSTITUTIONAL BUYER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE 
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE 
REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, OR (C) PURSUANT TO THE 
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF 
AVAILABLE) AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE 
SECURITY EVIDENCED HEREBY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT 
OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE SECURITY EVIDENCED 
HEREBY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF 
THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR 
ANY SUCCESSOR PROVISION), THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH 
ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS 
CERTIFICATE TO THE TRUSTEE FOR THE PREFERRED SECURITIES OR THE DEBENTURES, AS 
THE CASE MAY BE (OR, IF THIS CERTIFICATE EVIDENCES COMMON STOCK, SUCH HOLDER 
MUST FURNISH TO THE TRANSFER AGENT), TOGETHER WITH SUCH CERTIFICATIONS, LEGAL 
OPINIONS OR OTHER INFORMATION AS TOWER AUTOMOTIVE, INC., THE TRUSTEE OR THE 
TRANSFER AGENT, AS APPLICABLE, MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH 
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT 
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND 
WILL BE REMOVED AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO 
SALES OF THE SECURITY EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES 
ACT."

                                      ARTICLE 3
                                    THE DEBENTURES

              SECTION 3.1     AMOUNT OF DEBENTURES.  The aggregate principal 
amount of Debentures which may be authenticated and delivered under this 
Subordinated Indenture is $266,752,600 for Debentures authenticated and 
delivered upon registration of, transfer of, or in exchange for, or in lieu 
of, other Debentures pursuant to Sections 3.4, 3.5 or 3.6.

              SECTION 3.2     DENOMINATIONS.  The Debentures shall be in 
registered form without coupons and shall be issuable in denominations of $50 
and any integral multiple thereof.

              SECTION 3.3     EXECUTION, AUTHENTICATION, DELIVERY AND DATING. 
 The Debentures shall be executed on behalf of the Company by its President 
or one of its Vice Presidents attested by its Secretary, one of its Assistant 
Secretaries, or a Vice President.  The signature of any of these officers on 
the Debentures may be manual or facsimile.

                                      26
<PAGE>

       Debentures bearing the manual or facsimile signatures of individuals 
who were at any time the proper officers of the Company shall bind the 
Company, notwithstanding that such individuals or any of them have ceased to 
hold such offices prior to the authentication and delivery of such Debentures 
or did not hold such offices at the date of such Debentures.  Upon the 
execution and delivery of this Subordinated Indenture, or from time to time 
thereafter, Debentures may be executed by the Company and delivered to the 
Trustee for authentication, and the Trustee shall thereupon authenticate and 
deliver said Securities to or upon Company Order without any further action 
by the Company.  Debentures may be authenticated on original issuance from 
time to time and delivered pursuant to such procedures acceptable to the 
Trustee ("PROCEDURES") as may be specified from time to time by Company 
Order.  Procedures may authorize authentication and delivery pursuant to 
instructions of the Company or a duly authorized agent, which instructions 
shall be promptly confirmed in writing.

       Each Debenture shall be dated the date of its authentication.

       No Debenture shall be entitled to any benefit under this Subordinated 
Indenture or be valid or obligatory for any purpose, unless there appears on 
such Debenture a certificate of authentication substantially in the form 
provided for herein executed by the Trustee by the manual signature of one of 
its authorized officers, and such certificate upon any Debenture shall be 
conclusive evidence, and the only evidence, that such Debenture has been duly 
authenticated and delivered hereunder.

              SECTION 3.4     TEMPORARY DEBENTURES.  Pending the preparation 
of definitive Debentures, the Company may execute, and upon Company Order the 
Trustee shall authenticate and deliver, temporary Debentures which are 
printed, lithographed, typewritten, mimeographed or otherwise produced, in 
any denomination, substantially of the tenor of the definitive Debentures in 
lieu of which they are issued and with such appropriate insertions, 
omissions, substitutions and other variations as the officers executing such 
Debentures may determine, as evidenced by their execution of such Debentures.

       If temporary Debentures are issued, the Company will cause definitive 
Debentures to be prepared without unreasonable delay.  After the preparation 
of definitive Debentures, the temporary Debentures shall be exchangeable for 
definitive Debentures upon surrender of the temporary Debentures at the 
office or agency of the Company designated for the purpose without charge to 
the Holder. Upon surrender for cancellation of any one or more temporary 
Debentures, the Company shall execute and the Trustee shall authenticate and 
deliver in exchange therefor a like principal amount of definitive Debentures 
of authorized denominations.  Until so exchanged, the temporary Debentures 
shall in all respects be entitled to the same benefits under this 
Subordinated Indenture as definitive Debentures.

              SECTION 3.5     REGISTRATION, TRANSFER AND EXCHANGE.  The 
Company shall cause to be kept at the Corporate Trust Office of the Trustee a 
register in which, subject to such reasonable regulations as it may 
prescribe, the Company shall provide for the registration of Debentures and 
of transfers of Debentures.  Such register is herein sometimes referred to as 
the "SECURITIES REGISTER." The Trustee is hereby appointed "SECURITIES 
REGISTRAR" for the purpose of registering Debentures and transfers of 
Debentures as herein provided.

                                      27
<PAGE>

       Upon surrender for registration or transfer of any Debenture at the 
office or agency of the Company designated for that purpose the Company shall 
execute, and the Trustee shall authenticate and deliver, in the name of the 
designated transferee or transferees, one or more new Debentures of any 
authorized denominations, of a like aggregate principal amount.

       At the option of the Holder, Debentures may be exchanged for other 
Debentures of any authorized denominations, of a like aggregate principal 
amount, upon surrender of the Debentures to be exchanged at such office or 
agency. Whenever any Debentures are so surrendered for exchange, the Company 
shall execute, and the Trustee shall authenticate and deliver, the Debentures 
which the Holder making the exchange is entitled to receive.

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

       Every Debenture presented or surrendered for transfer or exchange 
shall (if so required by the Company or the Securities Registrar) be duly 
endorsed, or be accompanied by a written instrument of transfer in form 
satisfactory to the Company and the Securities Registrar, duly executed by 
the Holder thereof or his attorney duly authorized in writing.

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

       Notwithstanding any of the foregoing, the Global Debenture shall be 
exchangeable pursuant to this Section 3.5 for Debentures registered in the 
names of Persons other than the Depositary for such Debenture or its nominee 
only if (a) such Depositary notifies the Company that it is unwilling or 
unable to continue as Depositary for the Global Debenture, and the Company 
shall not have appointed a successor depositary within 90 days after such 
notice, (b) at any time such Depositary ceases to be a clearing agency 
registered under the Securities Exchange Act of 1934, as amended, and the 
Company shall not have appointed a successor depositary within 90 days, (c) 
the Company executes and delivers to the Trustee a Company Order that the 
Global Debenture shall be so exchangeable or (d) there shall have occurred 
and be continuing a Debenture Event of Default.  The Global Debenture shall 
be exchangeable for Debentures registered in such names as such Depositary 
shall direct.

       Notwithstanding any other provisions in this Subordinated Indenture, 
the Global Debenture may not be transferred except as a whole by the 
Depositary with respect to the Global Debenture to a nominee of such 
Depositary or by a nominee of such Depositary to such Depositary or another 
nominee of such Depositary.

       Neither the Company nor the Trustee shall be required, pursuant to the 
provisions of this Section, (a) to issue, transfer or exchange any Debenture 
during a period beginning at the opening of business 15 days before the day 
of selection for redemption of Debentures pursuant to Article 11 and ending 
at the close of business on the day of mailing of notice of redemption or (b) 
to transfer


                                      28
<PAGE>

or exchange any Debenture so selected for redemption in whole or in part, 
except, in the case of any Debenture to be redeemed in part, any portion 
thereof not to be redeemed.

       Upon any distribution of the Debentures to the holders of the 
Preferred Securities in accordance with the Declaration, the Company and the 
Trustee shall enter into a supplemental indenture pursuant to Section 9.1(i) 
to provide for transfer procedures with respect to the Debentures 
substantially similar to those contained in the Declaration to the extent 
applicable in the circumstances existing at the time of such distribution.

              SECTION 3.6     MUTILATED, DESTROYED, LOST AND STOLEN 
DEBENTURES.  If any mutilated Debenture is surrendered to the Trustee 
together with such security or indemnity as may be required by the Company or 
the Trustee to save each of them harmless, the Company shall execute and the 
Trustee shall authenticate and deliver in exchange therefor a new Debenture 
and bearing a number not contemporaneously outstanding.

       If there shall be delivered to the Company and to the Trustee (a) 
evidence to their satisfaction of the destruction, loss or theft of any 
Debenture, and (b) such security or indemnity as may be required by them to 
save each of them harmless, then, in the absence of actual notice to the 
Company or the Trustee that such Debenture has been acquired by a bona fide 
purchaser, the Company shall execute and upon the receipt of a Company Order 
requesting authentication, the Trustee shall authenticate and deliver, in 
lieu of any such destroyed, lost or stolen Debenture, a new Debenture bearing 
a number not contemporaneously outstanding.

       In case any such mutilated, destroyed, lost or stolen Debenture has 
become or is about to become due and payable, the Company in its discretion 
may, instead of issuing a new Debenture, pay such Debenture.

       Upon the issuance of any new Debenture under this Section, the Company 
may require the payment of a sum sufficient to cover any tax or other 
governmental charge that may be imposed in relation thereto and any other 
expenses (including the fees and expenses of the Trustee) connected therewith.

       Every new Debenture issued pursuant to this Section in lieu of any 
destroyed, lost or stolen Debenture shall constitute an original additional 
contractual obligation of the Company, whether or not the destroyed, lost or 
stolen Debenture shall be at any time enforceable by anyone, and shall be 
entitled to all the benefits of this Subordinated Indenture equally and 
proportionately with any and all other Debentures duly issued hereunder.

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

              SECTION 3.7     PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. 
Interest on any Debenture which is payable, and is punctually paid or duly 
provided for, on any Interest Payment Date, shall be paid to the Person in 
whose name that Debenture (or one or more Predecessor

                                29
<PAGE>

Debentures) is registered at the close of business on the Regular Record 
Date, except that interest payable on the Stated Maturity of the Debentures 
shall be paid to the Person to whom principal is paid.

       Any interest on the Debentures which is payable, but is not timely 
paid or duly provided for, on an Interest Payment Date ("DEFAULTED 
INTEREST"), shall forthwith cease to be payable to the registered Holder on 
the Regular Record Date by virtue of having been such Holder, and such 
Defaulted Interest may be paid by the Company, at its election in each case, 
as provided in clause (a) or (b) below:

              (a)    The Company may elect to make payment of any Defaulted 
       Interest to the Persons in whose names the Debentures (or their 
       respective Predecessors Debentures) 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 the Debentures 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 be not more than 15 days and not less than 10 days prior to the 
       date of the proposed payment and not less than 10 days after the 
       receipt by the Trustee of the notice of the proposed payment.  The 
       Trustee shall promptly notify the Company of such Special Record Date 
       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 Holder of the Debentures at the address of such Holder as it 
       appears in the Securities Register not less than 10 days prior to such 
       Special Record Date.  Notice of the proposed payment of such Defaulted 
       Interest and the Special Record Date therefor having been mailed as 
       aforesaid, such Defaulted Interest shall be paid to the Persons in 
       whose names the Debentures (or their respective Predecessor 
       Debentures) are registered on such Special Record Date and shall no 
       longer be payable pursuant to the following clause (b).

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

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

                                       30

<PAGE>

              SECTION 3.8     PERSONS DEEMED OWNERS.  The Company, the 
Trustee, the Paying Agent and any agent of the Company or the Trustee or the 
Paying Agent may treat the Person in whose name any Debenture is registered 
as the owner of such Debenture for the purpose of receiving payment of 
principal of and (subject to Section 3.7) interest or premium on such 
Debenture and for all other purposes whatsoever, whether or not such 
Debenture be overdue, and neither the Company, the Trustee nor any agent of 
the Company or the Trustee shall be affected by notice to the contrary.

              SECTION 3.9     CANCELLATION.  All Debentures surrendered for 
payment, redemption, conversion, transfer or exchange shall, if surrendered 
to any Person other than the Trustee, be delivered to the Trustee, and any 
such Debentures and Debentures surrendered directly to the Trustee for any 
such purpose shall be promptly canceled by it.  The Company may at any time 
deliver or cause to be delivered to the Trustee for cancellation any 
Debentures previously authenticated and delivered hereunder which the Company 
may have acquired in any manner whatsoever, and all Debentures so delivered 
shall be promptly canceled by the Trustee.  No Debentures shall be 
authenticated in lieu of or in exchange for any Debentures canceled as 
provided in this Section, except as expressly permitted by this Subordinated 
Indenture.  All canceled Debentures shall be destroyed by the Trustee and 
upon written request, the Trustee shall deliver to the Company a certificate 
of such destruction.

              SECTION 3.10    COMPUTATION OF INTEREST.  Interest on the 
Debentures shall be computed on the basis of a 360-day year of twelve 30-day 
months.

              SECTION 3.11    DEFERRALS OF INTEREST PAYMENT PERIODS.  The 
Company shall have the right, at any time during the term of the Debentures, 
so long as no Debenture Event of Default has occurred and is continuing, from 
time to time to extend the interest payment period for the Debentures for up 
to 20 consecutive quarters with respect to each deferral period (each, an 
"EXTENSION PERIOD") during which periods the Company shall have the right to 
not make payments of interest on any Interest Payment Date, and at the end of 
such Extension Period the Company shall pay all interest then accrued and 
unpaid thereon (together with Additional Interest thereon, if any, at the 
rate specified for the Debentures, to the extent permitted by applicable 
law), PROVIDED, HOWEVER, that during any such Extension Period, the Company 
shall not, and shall cause any Subsidiary not to, (i) declare or pay 
dividends on, make distributions with respect to, or redeem, purchase or 
acquire, or make a liquidation payment with respect to any of its Capital 
Stock (except for (x) dividends or distributions in shares of, or options, 
warrants or rights to subscribe for or purchase shares of its Capital Stock 
and conversions or exchanges of Common Stock of one class for Common Stock of 
another class and (y) redemptions or purchases of any rights pursuant to a 
rights agreement and the issuance of Capital Stock pursuant to such rights) 
or (ii) make any payments of principal, interest or premium, if any, on or 
repay or repurchase or redeem any debt securities (including guarantees of 
indebtedness for money borrowed) of the Company that rank PARI PASSU with or 
junior to the Debentures (other than (u) any redemption, liquidation, 
interest, principal or guarantee payment by the Company where the payment is 
made by way of securities (including Capital Stock) that rank PARI PASSU with 
or junior to the securities on which such redemption, liquidation, interest, 
principal or guarantee payment is being made, (v) payments under the 
Guarantee (as defined in the Declaration) or the Common Securities Guarantee 
(as defined in the Declaration), (w) purchases of Common Stock related to the 
issuance of Common Stock under any 

                                      31
<PAGE>

of the Company's benefit plans for its directors, officers or employees, (x) 
as a result of a reclassification of the Company's Capital Stock or the 
exchange or conversion of one series or class of the Company's Capital Stock 
for another series or class of the Company's Capital Stock, (y) the purchase 
of fractional interests in shares of the Company's Capital Stock pursuant to 
the conversion or exchange provisions of such Capital Stock or the security 
being converted or exchanged and (z) redemptions or purchases of any rights 
pursuant to a rights agreement and the issuance of Capital Stock pursuant to 
such rights).  Prior to the termination of any such Extension Period, the 
Company may further extend the interest payment period, PROVIDED that no such 
Extension Period shall exceed 20 consecutive quarters or extend beyond the 
Stated Maturity of the Debentures.  Upon termination of any Extension Period 
and upon the payment of all accrued and unpaid interest and any Additional 
Interest then due, the Company may select a new Extension Period, subject to 
the above requirements.  No interest, including Additional Interest, if any, 
shall be due and payable during an Extension Period, except at the end 
thereof.  The Company shall give the Trustee, the Property Trustee and the 
Administrative Trustees written notice of its selection of such Extension 
Period at least one Business Day prior to the earlier of (i) the record date 
for the date the distributions on the Preferred Securities of the Trust (or 
if no, Preferred Securities are outstanding, for the date interest on the 
Debentures) would have been payable except for the election to begin such 
Extension Period and (ii) the date the Property Trustee (or, if no Preferred 
Securities are outstanding, the Trustee) is required to give notice to NYSE 
or other applicable self-regulatory organization or to holders of such 
Preferred Securities (or, if no Preferred Securities are outstanding, to the 
Holders of such Debentures) of such record date, but in any event not less 
than one Business Day prior to such record date.  Such notice shall specify 
the period selected.

       The Trustee shall promptly give notice of the Company's selection of 
such Extension Period to the Holders of the outstanding Debentures and 
Preferred Securities.

              SECTION 3.12    RIGHT OF SET-OFF.  Notwithstanding anything to 
the contrary in the Subordinated Indenture, the Company shall have the right 
to set-off any payment it is otherwise required to make thereunder in respect 
of the Debenture to the extent the Company has theretofore made, or is 
concurrently on the date of such payment making, a payment relating to the 
Debentures under the Guarantee.

              SECTION 3.13    AGREED TAX TREATMENT.  Each Debenture issued 
hereunder shall provide that the Company and, by its acceptance of a 
Debenture or a beneficial interest therein, the Holder of, and any Person 
that acquires a beneficial interest in, such Debenture agree that for United 
States Federal, state and local tax purposes it is intended that such 
Debenture constitute indebtedness.

              SECTION 3.14    CUSIP NUMBERS.  The Company in issuing the 
Debentures may use "CUSIP" numbers (if then generally in use), and, if so, 
the Trustee shall use such "CUSIP" number in notices of redemption as a 
convenience to Holders; PROVIDED that any such notice may state that no 
representation is made as to the correctness of such number either as printed 
on the Debentures or as contained in any notice of a redemption and that 
reliance may be placed only on the other identification numbers printed on 
the Debentures, and any such redemption shall not be affected by any defect 
in or omission of such numbers.

                                      32
<PAGE>

              SECTION 3.15    GLOBAL SECURITY.

              (a)    In connection with distribution of Debentures to holders 
       of the Preferred Securities in connection with the involuntary or 
       voluntary dissolution of the Trust, including a dissolution following 
       the occurrence of a Special Event,

                     (i) the Debentures in certificated form may be presented to
              the Trustee by the Property Trustee in exchange for a global
              certificate in an aggregate principal amount equal to the 
              aggregate principal amount of all outstanding Debentures (a 
              "GLOBAL DEBENTURE"), to be registered in the name of the 
              Depositary, or its nominee, and delivered by the Trustee to the 
              Depositary, or its custodian, for crediting to the accounts of its
              participants pursuant to the procedures of the Depositary.  The 
              Company upon any such presentation shall execute a Global 
              Debenture in such aggregate principal amount and deliver the same 
              to the Trustee for authentication and delivery in accordance with 
              this Subordinated Indenture; and

                     (ii) if any Preferred Securities are held in non 
              book-entry certificated form, the Debentures in certificated 
              form may be presented to the Trustee by the Property Trustee 
              and any Preferred Security certificate which represents 
              Preferred Securities other than Preferred Securities held by 
              the Depositary or its nominee ("NON BOOK-ENTRY PREFERRED 
              SECURITIES") will be deemed to represent beneficial interests 
              in Debentures presented to the Trustee by the Property Trustee 
              having an aggregate principal amount equal to the aggregate 
              liquidation amount of the Non Book-Entry Preferred Securities 
              until such Preferred Security certificates are presented to the 
              Securities Registrar for transfer or reissuance at which time 
              such Non-Book Entry Preferred Security certificates will be 
              canceled and a Debenture, registered in the name of the holder 
              of the Preferred Security certificate or the transferee of the 
              holder of such Preferred Security certificate, as the case may 
              be, with an aggregate principal amount equal to the aggregate 
              liquidation amount of the Preferred Security certificate 
              canceled, will be executed by the Company and delivered to the 
              Trustee for authentication and delivery in accordance with this 
              Subordinated Indenture.  On issue of such Debentures, 
              Debentures with an equivalent aggregate principal amount that 
              were presented by the Property Trustee to the Trustee will be 
              deemed to have been canceled.

              (b)     A Global Debenture may be transferred, in whole but not in
       part, only to another nominee of the Depositary, or to a nominee of such
       successor Depositary.

              (c)     If (a) the Depositary notifies the Company that it is 
       unwilling or unable to continue as a depositary for such Global 
       Debenture and no successor depositary shall have been appointed within 
       90 days by the Company, (b) the Depositary, at any time, ceases to be 
       a clearing agency registered under the Exchange Act at which time the 
       Depositary is required to be so registered to act as such depositary 
       and no successor depositary shall have been appointed within 90 days 
       by the Company, (c) the Company, in its sole discretion, determines 
       that such Global Debenture shall be so exchangeable or (d) there shall 
       have 

                                      33
<PAGE>

       occurred and be continuing a Debenture Event of Default with 
       respect to such Debentures, as the case may be, the Company will 
       execute, and, subject to Article 3 of this Subordinated Indenture, the 
       Trustee, upon written notice from the Company and receipt of a Company 
       Order, will authenticate and deliver the Debentures in definitive 
       registered form without coupons, in authorized denominations, and in 
       an aggregate principal amount equal to the principal amount of the 
       Global Debenture in exchange for such Global Debenture.  In addition, 
       upon a Debenture Event of Default that has occurred and is continuing 
       or in the event the Company determines that the Debenture shall no 
       longer be represented by a Global Debenture, the Company will execute, 
       and subject to Section 3.5 of this Subordinated Indenture, the 
       Trustee, upon receipt of an Officers' Certificate evidencing such 
       determination by the Company and a Company Order, will authenticate 
       and make available for delivery, the Debentures in definitive 
       registered form without coupons, in authorized denominations, and in 
       an aggregate principal amount equal to the principal amount of the 
       Global Debenture in exchange for such Global Debenture.  Upon the 
       exchange of the Global Debenture for such Debentures in definitive 
       registered form without coupons, in authorized denominations, the 
       Global Debenture shall be canceled by the Trustee.  Such Debentures in 
       definitive registered form issued in exchange for the Global Debenture 
       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 in 
       writing.  The Trustee shall deliver such Debentures to the Depositary 
       for delivery to the Persons in whose names such Debentures are so 
       registered.

                                      ARTICLE 4
                              SATISFACTION AND DISCHARGE

              SECTION 4.1     SATISFACTION AND DISCHARGE OF INDENTURE.  This 
Subordinated Indenture shall cease to be of further effect (except as to (i) 
any surviving rights of transfer, substitution and exchange of Debentures, 
(ii) rights hereunder of Holders to receive payments of principal of (and 
premium, if any) and interest (including Additional Interest, if any) on the 
Debentures and other rights, duties and obligations of the Holders as 
beneficiaries hereof with respect to the amounts, if any, so deposited with 
the Trustee and (iii) the rights and obligations of the Trustee hereunder), 
and the Trustee, on demand of and at the expense of the Company, shall 
execute proper instruments acknowledging satisfaction and discharge of this 
Subordinated Indenture, when

              (a)    either

                     (i) all Debentures theretofore authenticated and delivered
              (other than (i) Debentures which have been destroyed, lost or 
              stolen and which have been replaced or paid as provided in 
              Section 3.6 and (ii) Debentures for whose payment money has 
              theretofore been deposited in trust or segregated and held in 
              trust by the Company and thereafter repaid to the Company or 
              discharged from such trust, as provided in Section 10.3) have 
              been delivered to the Trustee for cancellation; or

                                      34
<PAGE>

                     (ii) all such Debentures not theretofore delivered to the
              Trustee for cancellation:

                            (A)   have become due and payable, or

                            (B)   will become due and payable at their Stated 
                     Maturity within one year of the date of deposit or are 
                     to be called for redemption within one year under 
                     arrangements satisfactory to the Trustee for the giving 
                     of written notice of redemption to the Trustee in the 
                     name, and at the expense, of the Company, and the 
                     Company has deposited or caused to be deposited with the 
                     Trustee as trust funds in trust for such purpose an 
                     amount in the currency or currencies in which the 
                     Debentures are payable sufficient (without regard to 
                     investment of such amount deposited) to pay and 
                     discharge the entire indebtedness on the Debentures not 
                     theretofore delivered to the Trustee for cancellation, 
                     for principal (and premium, if any) and interest 
                     (including any Additional Interest) to the date of such 
                     deposit or to the Stated Maturity; or

                            (c)   have been redeemed or tendered for conversion;
                     or

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

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

Notwithstanding the satisfaction and discharge of this Subordinated Indenture, 
the obligations of the Company to the Trustee under Section 6.7 and, if money 
shall have been deposited with the Trustee pursuant to subclause (ii) of clause 
(a) of this Section, the obligations of the Trustee under Section 4.2 and the 
last paragraph of Section 10.3 shall survive.

              SECTION 4.2     APPLICATION OF TRUST MONEY.  Subject to the 
provisions of the last paragraph of Section 10.3, all money deposited with 
the Trustee pursuant to Section 4.1 shall be held in trust and applied by it, 
in accordance with the provisions of the Debentures and this Subordinated 
Indenture, to the payment, either directly or through any Paying Agent 
(including the Company acting as its own Paying Agent) as the Trustee may 
determine, to the Persons entitled thereto, of the principal (and premium, if 
any) and interest for whose payment such money or obligations have been 
deposited with or received by the Trustee; PROVIDED, HOWEVER, such moneys 
need not be segregated from other funds except to the extent required by law.

                                      35
<PAGE>

                                   ARTICLE 5
                                   REMEDIES

              SECTION 5.1     DEBENTURE EVENTS OF DEFAULT.  "DEBENTURE EVENT 
OF DEFAULT," wherever used herein with respect to the Debentures, means any 
one of the following events that has occurred and is continuing (whatever the 
reason for such Debenture Event of Default and whether it shall be voluntary 
or involuntary or be effected by operation of law or pursuant to any 
judgment, decree or order of any court or any order, rule or regulation of 
any administrative or governmental body):

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

              (b)    default in the payment of the principal of (or premium, 
       if any, on) the Debentures when due whether at Stated Maturity, upon 
       redemption by declaration or otherwise;

              (c)    failure on the part of the Company duly to observe or 
       perform in any material respect any other of the covenants or 
       agreements on the part of the Company contained in the Debentures or 
       contained in this Subordinated Indenture (other than a covenant or 
       agreement which has been expressly included in this Subordinated 
       Indenture solely for the benefit of the Company) and continuance of 
       such failure for a period of 90 days after the date on which written 
       notice of such failure, requiring the same to be remedied and stating 
       that such notice is a "NOTICE OF DEFAULT" hereunder, shall have been 
       given to the Company by the Trustee, by registered or certified mail, 
       or to the Company and the Trustee by a Holder or Holders of at least 
       25% in aggregate principal amount of the Debentures at the time 
       Outstanding or the holder or holders of at least 25% in aggregate 
       liquidation amount of the Preferred Securities;

              (d)    failure by the Company to issue Common Stock upon an 
       appropriate election by the Holder or Holders of the Debentures to 
       convert the Debentures into shares of Common Stock;

              (e)    the voluntary or involuntary dissolution, winding up or
       termination of the Trust, except in connection with the distribution of 
       the Debentures to Holders in a liquidation of the Trust, the redemption 
       or conversion of all of the Trust Securities or in connection with the 
       merger, consolidation or amalgamation of the Trust as permitted by the 
       Declaration;

              (f)    the entry of a decree or order by a court having 
       jurisdiction in the premises adjudging the Company as bankrupt or 
       insolvent, or approving as properly filed a petition seeking 
       reorganization, arrangement, adjudication or composition of or in 
       respect of the Company under any applicable Federal or State 
       bankruptcy, insolvency, reorganization or other similar law, or 
       appointing a receiver, liquidator, assignee, trustee, sequestrator (or 
       other similar official) of the Company or of any substantial part of 
       its property or ordering the 

                                     36
<PAGE>

       winding up or liquidation of its affairs, and the continuance of any 
       such decree or order unstayed and in effect for a period of 60 
       consecutive days; or

              (g)    the institution by the Company of proceedings to be 
       adjudicated as bankrupt or insolvent, or the consent by it to the 
       institution of bankruptcy or insolvency proceedings against it, or the 
       filing by it of a petition or answer or consent seeking reorganization or
       relief under any applicable Federal or State bankruptcy, insolvency, 
       reorganization or other similar law, or the consent by it to the filing 
       of any such petition or to the appointment of a receiver, liquidator, 
       assignee, trustee, sequestrator (or other similar official) of the 
       Company or of any substantial part of its property or the making by it 
       of an assignment for the benefit of creditors, or the admission by it in 
       writing of its inability to pay its debts generally as they become due 
       and its willingness to be adjudicated as bankrupt, or the taking of 
       corporate action by the Company in furtherance of any such action.

              SECTION 5.2     ACCELERATION OF MATURITY; RESCISSION AND 
ANNULMENT. If a Debenture Event of Default occurs and is continuing, then and 
in every such case the Trustee or the Holders of not less than 25% in 
aggregate principal amount of the Outstanding Debentures may declare the 
principal amount of all the Debentures to be due and payable immediately, by 
a notice in writing to the Company (and to the Trustee if given by Holders), 
PROVIDED that, if a Debenture Event of Default occurs and is continuing, and 
the Trustee or the Holders of not less than 25% in aggregate principal amount 
of the Outstanding Debentures fail to declare the principal of all the 
Debentures to be immediately due and payable, the holders of at least 25% in 
aggregate liquidation amount of the Preferred Securities then outstanding 
shall have such right by a notice in writing to the Company and the Trustee, 
and upon any such declaration such principal amount (or specified amount) of 
and the accrued interest (including any Additional Interest) on all the 
Debentures shall become immediately due and payable, PROVIDED that the 
payment of principal and interest (including any Additional Interest) on the 
Debentures shall remain subordinated to the extent provided in Article 12.

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

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

                     (i) all overdue installments of interest (including any
              Additional Interest) on the Debentures;

                     (ii) the principal of (and premium, if any, on) the
              Debentures which have become due otherwise than by such 
              declaration of acceleration and interest thereon at the rate 
              borne by the Debentures;

                                     37
<PAGE>

                     (iii) to the extent that payment of such interest is 
              lawful, interest (including any Additional Interest) upon overdue
              installments of interest at the rate borne by the Debentures; and

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

              (b)    all Debenture Events of Default that shall have occurred 
       and been continuing with respect to Debentures, other than the 
       non-payment of the principal of the Debentures which has become due 
       solely by such acceleration, have been cured or waived as provided in 
       Section 5.13.  If the holders of a majority in aggregate principal 
       amount of the Outstanding Debentures fail to rescind and annul such 
       declaration and its consequences, the holders of a majority in 
       liquidation amount of the Preferred Securities then outstanding shall 
       have such right.

              SECTION 5.3     COLLECTION OF INDEBTEDNESS AND SUITS FOR 
ENFORCEMENT BY TRUSTEE.  The Company covenants that if:

              (a) default is made in the payment of any installment of interest
       (including any Additional Interest) on the Debentures when such interest
       becomes due and payable and such default continues for a period of 30 
       days, or

              (b)    default is made in the payment of the principal of (and 
       premium, if any, on) the Debentures whether at the Stated Maturity 
       thereof upon redemption by declaration or otherwise, the Company will, 
       upon demand of the Trustee, pay to it, for the benefit of the Holders 
       of the Debentures, the whole amount then due and payable on the 
       Debentures for principal (and premium, if any) and interest (including 
       any Additional Interest), including, to the extent that payment of 
       such interest shall be lawful, interest on any overdue principal (and 
       premium, if any) and on any overdue installments of interest 
       (including any Additional Interest) at the rate borne by the 
       Debentures, and, in addition thereto, all amounts owing the Trustee 
       under Section 6.7.

       If the Company fails to pay such amounts forthwith upon such demand, 
the Trustee, in its own name and as trustee of an express trust, may 
institute a judicial proceeding for the collection of the sums so due and 
unpaid, and may prosecute such proceeding to judgement or final decree, and 
may enforce the same against the Company or any other obligor upon the 
Debentures and collect the moneys adjudged or decreed to be payable in the 
manner provided by law out of the property of the Company or any other 
obligor upon the Debentures, wherever situated.

       If a Debenture Event of Default occurs and is continuing, the Trustee 
may in its discretion proceed to protect and enforce its rights and the 
rights of the Holders of the Debentures by such appropriate judicial 
proceedings as the Trustee shall deem most effectual to protect and enforce 
any such rights, whether for the specific enforcement of any covenant or 
agreement in this Subordinated 

                                      38
<PAGE>

Indenture or in aid of the exercise of any power granted herein, or to 
enforce any other proper remedy.

              SECTION 5.4     TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of 
the pendency of any receivership, insolvency, liquidation, bankruptcy, 
reorganization, arrangement, adjustment, composition or other judicial 
proceeding relative to the Company or any other obligor upon the Debentures 
or the property of the Company or of such other obligor or their creditors:

              (a)    the Trustee (irrespective of whether the principal of the 
       Debentures shall then be due and payable as therein expressed or by 
       declaration or otherwise and irrespective of whether the Trustee shall 
       have made any demand on the Company for the payment of overdue 
       principal (or premium, if any) or interest (including any Additional 
       Interest)) shall be entitled and empowered, by intervention in such 
       proceeding or otherwise,

                     (i) to file and prove a claim (including a claim for 
              reasonable compensation, expenses, disbursements and advances 
              of the Trustee, its agents and counsel) for the whole amount of 
              principal (and premium, if any) and interest (including any 
              Additional Interest) owing and unpaid in respect to the 
              Debentures and to file such other papers or documents as may be 
              necessary or advisable and to take any and all actions as are 
              authorized under the Trust Indenture Act in order to have the 
              claims of the Holders and any predecessor to the Trustee under 
              Section 6.7 and of the Holders allowed in any such judicial 
              proceedings; and

                     (ii) in particular, to collect and receive any moneys or 
              other property payable or deliverable on any such claims and to 
              distribute the same in accordance with Section 5.6; and

              (b)    any custodian, receiver, assignee, trustee, liquidator, 
       sequestrator (or other similar official) in any such judicial 
       proceeding is hereby authorized by each Holder to make such payments 
       to the Trustee for distribution in accordance with Section 5.6, and in 
       the event that the Trustee shall consent to the making of such 
       payments directly to the Holders, to pay to the Trustee any amount due 
       to it and any predecessor Trustee under Section 6.7.

       Nothing herein contained shall be deemed to authorize the Trustee to 
authorize or consent to or accept or adopt on behalf of any Holder any plan 
of reorganization, arrangement, adjustment or composition affecting the 
Debentures or the rights of any Holder thereof, or to authorize the Trustee 
to vote in respect of the claim of any Holder in any such proceeding; 
PROVIDED, HOWEVER, that the Trustee may, on behalf of the Holders, vote for 
the election of a trustee in bankruptcy or similar official and be a member 
of a creditors' or other similar committee.

              SECTION 5.5     TRUSTEE MAY ENFORCE CLAIM WITHOUT POSSESSION OF 
DEBENTURES.  All rights of action and claims under this Subordinated 
Indenture or the Debentures may be prosecuted and enforced by the Trustee 
without the possession of any of the Debentures or the production thereof in 
any proceeding relating thereto, and any such proceeding instituted by the 
Trustee shall be brought in its own name as trustee of an express trust, and 
any recovery of judgement shall, after 

                                      39
<PAGE>

provision for the payment of all the amounts owing the Trustee and any 
predecessor Trustee under Section 6.7, its agents and counsel, be for the 
ratable benefit of the Holders of the Debentures in respect of which such 
judgement has been recovered.

              SECTION 5.6     APPLICATION OF MONEY COLLECTED.  Any money or 
property collected or to be applied by the Trustee with respect to the 
Debentures pursuant to this Article shall be applied in the following order, 
at the date or dates fixed by the Trustee and, in case of the distribution of 
such money or property on account of principal (or premium, if any) or 
interest (including any Additional Interest), upon presentation of the 
Debentures and the notation thereon of the payment if only partially paid and 
upon surrender thereof if fully paid:

       FIRST: to the payment of all amounts due the Trustee and any 
predecessor Trustee under Section 6.7,

       SECOND: to the payment of the amounts then due and unpaid upon the 
Debentures for principal (and premium, if any) and interest (including any 
Additional Interest), in respect of which or for the benefit of which such 
money has been collected, ratably, without preference or priority of any 
kind, according to the amounts due and payable on the Debentures for 
principal (and premium, if any) and interest (including any Additional 
Interest), respectively; and

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

              SECTION 5.7     LIMITATION ON SUITS.  No Holder of the 
Debentures, including a holder of Preferred Securities acting to enforce the 
rights of the Property Trustee as a Holder of the Debentures pursuant to 
Section 5.8 of the Declaration, shall have any right to institute any 
proceeding, judicial or otherwise, with respect to this Subordinated 
Indenture or for the appointment of a receiver, assignee, trustee, 
liquidator, sequestrator (or other similar official) or for any other remedy 
hereunder, unless:

              (a)    such Holder has previously given written notice to the 
       Trustee of a continuing Debenture Event of Default;

              (b)    if the Trust is not the sole holder of the Outstanding 
       Debentures, the Holders of not less than 25% in principal amount of 
       the Outstanding Debentures shall have made written request to the 
       Trustee to institute proceedings in respect of such Debenture Event of 
       Default in its own name as Trustee hereunder;

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

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

<PAGE>

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

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

              SECTION 5.8     UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE 
PRINCIPAL, PREMIUM AND INTEREST.  Notwithstanding any other provision in this 
Subordinated Indenture, the Holder of any Debenture shall have the right 
which is absolute and unconditional to receive payment of the principal of 
(and premium, if any) and (subject to Sections 3.7 and 3.11) interest 
(including any Additional Interest) on such Debenture on its Stated Maturity 
or to convert such Debenture in accordance with Article 13 and to institute 
suit for the enforcement of any such payment and right to convert, and such 
right shall not be impaired without the consent of such Holder.  For so long 
as any Preferred Securities remain Outstanding, to the fullest extent 
permitted by law and subject to the terms of this Subordinated Indenture and 
the Declaration, upon a Debenture Event of Default that has occurred and is 
continuing specified in Sections 5.1(a) or 5.1(b), any holder of Preferred 
Securities shall have the right to institute a proceeding directly against 
the Company, for enforcement of payment to such holder of the principal 
amount of (or premium, if any) or interest (including Additional Interest) on 
Debentures having a principal amount equal to the liquidation amount of the 
Preferred Securities of such holder (a "DIRECT ACTION").  Notwithstanding any 
payment made to such holder of Preferred Securities by the Company in 
connection with a Direct Action, the Company shall remain obligated to pay 
the principal of (or premium, if any) or interest (including Additional 
Interest) on the Debentures held by the Trust or the Property Trustee.  In 
connection with any such Direct Action, the rights of the Company will be 
subrogated to the rights of any holder of the Preferred Securities to the 
extent of any payment made by the Company to such holder of Preferred 
Securities as a result of such Direct Action.  Except as set forth in this 
Section, the holders of Preferred Securities shall have no right to execute 
any right or remedy available to the Holders of or in respect of, the 
Debentures.

              SECTION 5.9     RESTORATION OF RIGHTS AND REMEDIES.  If the 
Trustee or any Holder has instituted any proceeding to enforce any right or 
remedy under this Subordinated Indenture and such proceeding has been 
discontinued or abandoned for any reason, or has been determined adversely to 
the Trustee or to such Holder, then and in every such case the Company, the 
Trustee and the Holder shall, subject to any determination in such 
proceeding, be restored severally and respectively to their former positions 
hereunder, and thereafter all rights and remedies of the Trustee and the 
Holders shall continue as though no such proceeding had been instituted.

              SECTION 5.10    RIGHTS AND REMEDIES CUMULATIVE.  Except as 
otherwise provided in the last paragraph of Section 3.6, no right or remedy 
herein conferred upon or reserved to the Trustee or to the Holders is 
intended to be exclusive of any other right or remedy, and every right and 

                                        41
<PAGE>

remedy shall, to the extent permitted by law, be cumulative and in addition 
to every other right and remedy given hereunder or now or hereafter existing 
at law or in equity or otherwise.  The assertion or employment of any right 
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion 
or employment of any other appropriate right or remedy.

              SECTION 5.11    DELAY OR OMISSION NOT WAIVER.  No delay or 
omission of the Trustee or of any Holder of the Debentures to exercise any 
right or remedy accruing upon any Debenture Event of Default that shall have 
occurred and be continuing shall impair any such right or remedy, or 
constitute a waiver of any such Debenture Event of Default or an acquiescence 
therein.

       Every right and remedy given by this Article or by law to the Trustee 
or to the Holders may be exercised from time to time, and as often as may be 
deemed expedient, by the Trustee or by the Holders, as the case may be.

              SECTION 5.12    CONTROL BY HOLDERS.  The Holders of a majority 
in aggregate principal amount of the Outstanding Debentures shall have the 
right to direct the time, method and place of conducting any proceeding for 
any remedy available to the Trustee or exercising any trust or power 
conferred on the Trustee, with respect to the Debentures, PROVIDED that:

              (a)    such direction shall not be in conflict with any rule of 
       law or with this Subordinated Indenture,

              (b)    the Trustee may take any other action deemed proper by the 
       Trustee which is not inconsistent with such direction, and

              (c)    subject to the provisions of Section 6.1, the Trustee 
       shall have the right to decline to follow such direction if the 
       Trustee in good faith shall, by a Responsible Officer or Officers of 
       the Trustee, determine that the proceeding so directed would be 
       unjustly prejudicial to the Holders not joining in any such direction 
       or would involve the Trustee in personal liability.

       Upon receipt by the Trustee of any written notice directing the time, 
method or place of conducting any such proceeding or exercising any such 
trust or power, with respect to the Debentures and, if all or part of the 
Debentures is represented by a Global Security, a record date shall be 
established for determining Holders of Outstanding Debentures entitled to 
join in such notice, which record date shall be at the close of business on 
the day the Trustee receives such notice.  The Holders on such record date, 
or their duly designated proxies, and only such Persons, shall be entitled to 
join in such notice, whether or not such Holders remain Holders after such 
record date, PROVIDED, that, unless the Holders of a majority in principal 
amount of the Outstanding Debentures shall have joined in such notice prior 
to the day which is 90 days after such record date, such notice shall 
automatically and without further action by any Holder be canceled and of no 
further effect.  Nothing in this paragraph shall prevent a Holder, or a proxy 
of a Holder, from giving, after expiration of such 90-day period, a new 
notice identical to a notice which has been canceled pursuant to the proviso 
to the preceding sentence, in which event a new record date shall be 
established pursuant to the provisions of this Section 5.12.

                                       42
<PAGE>

              SECTION 5.13    WAIVER OF PAST DEFAULTS.  Subject to Section 
9.2 hereof, the Holders of not less than a majority in aggregate principal 
amount of the Outstanding Debentures affected by any past default may on 
behalf of the Holders of all the Debentures waive any past default hereunder 
with respect to Debentures and its consequences, except a default:

              (a)    in the payment of the principal of (or premium, if any) 
       or interest (including any Additional Interest) on the Debentures 
       (unless such default has been cured or waived and a sum sufficient to 
       pay all matured installments of interest, Additional Interest and 
       principal due otherwise than by acceleration has been deposited with 
       the Trustee), or

              (b)    in respect of a covenant or provision hereof which under 
       Article 9 cannot be modified or amended without the consent of the 
       Holder of each Outstanding Debenture;

PROVIDED, HOWEVER, that if the Debentures are held by the Trust or a trustee 
of the Trust, such waiver shall not be effective until the holders of a 
majority in liquidation amount of Trust Securities shall have consented to 
such waiver; PROVIDED, FURTHER, that if the consent of the Holder of each 
outstanding Debenture is required, such waiver shall not be effective until 
each holder of the Trust Securities shall have consented to such waiver.

       Upon any such waiver, such default shall cease to exist, and any 
Debenture Event of Default arising therefrom shall be deemed to have been 
cured, for every purpose of this Subordinated Indenture, but no such waiver 
shall extend to any subsequent or other default or impair any right 
consequent thereon.  If the Holders of a majority in aggregate principal 
amount of the Outstanding Debentures fail to waive such Debenture Event of 
Default, the holders of a majority in aggregate liquidation amount of 
Preferred Securities shall have such right.  No such rescission shall affect 
any subsequent default or impair any right consequent thereon.  The 
provisions of this Section 5.13 shall be in lieu of Section 316(a)(1)(B) of 
the Trust Indenture Act, and such Section 316(a)(1)(B) of the Trust Indenture 
Act is hereby expressly excluded from this Subordinated Indenture and the 
Debentures, as permitted by the Trust Indenture Act.

              SECTION 5.14    UNDERTAKING FOR COSTS.  All parties to this 
Subordinated Indenture agree, and each Holder of any Debenture by his 
acceptance thereof shall be deemed to have agreed, that any court may in its 
discretion require, in any suit for the enforcement of any right or remedy 
under this Subordinated 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 shall not apply to 
any suit instituted by the Trustee, to any suit instituted by any Holder, or 
group of Holders, holding in the aggregate more than 10% in principal amount 
of the Outstanding Debentures, or to any suit instituted by any Holder for 
the enforcement of the payment of the principal of (or premium, if any) or 
interest (including any Additional Interest) on the Debentures on or after 
the Maturity of the Debentures or to convert a Debenture in accordance with 
Article 13.  The provisions of this Section 5.14 shall be in lieu of Section 
315(e) of the Trust Indenture Act, and 

                                       43
<PAGE>

such Section 315(e) of the Trust Indenture Act is hereby expressly excluded 
from this Subordinated Indenture and the Debentures, as permitted by the 
Trust Indenture Act.

              SECTION 5.15    WAIVER OF USURY, STAY, OR EXTENSION LAWS.  The 
Company covenants (to the extent that it may lawfully do so) that it will not 
at any time insist upon, or plead, or in any manner whatsoever claim or take 
the benefit or advantage of, any usury, stay or extension law wherever 
enacted, now or at any time hereafter in force, which may affect the 
covenants or the performance of this Subordinated Indenture; and the Company 
(to the extent that it may lawfully do so) hereby expressly waives all 
benefit or advantage of any such law, and covenants that it will not hinder, 
delay or impede the execution of any power herein granted to the Trustee, but 
will suffer and permit the execution of every such power as though no such 
law had been enacted.
                                        
                                    ARTICLE 6
                                   THE TRUSTEE

              SECTION 6.1     CERTAIN DUTIES AND RESPONSIBILITIES.

             (a)  Except during the continuance of a Debenture Event of Default,

                     (i) the Trustee undertakes to perform such duties and 
              only such duties as are specifically set forth in this 
              Subordinated Indenture, and no implied covenants or obligations 
              shall be read into this Subordinated Indenture against the 
              Trustee; and

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

              (b)    In case a Debenture Event of Default has occurred and is 
       continuing, the Trustee shall exercise such of the rights and powers 
       vested in it by this Subordinated Indenture, and use the same degree 
       of care and skill in their exercise, as a prudent person would 
       exercise or use under the circumstances in the conduct of his own 
       affairs.

              (c)    No provision of this Subordinated 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:

                     (i)   this Subsection shall not be construed to limit the
              effect of Subsection (a) of this Section;

                                       44
<PAGE>

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

                     (iii) 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 Holders pursuant to Section 
              5.12 relating to the time, method and place of conducting any 
              proceeding for any remedy available to the Trustee, or 
              exercising any trust or power conferred upon the Trustee, under 
              this Subordinated Indenture.

              (d)    No provision of this Subordinated Indenture shall 
       require the Trustee to expend or risk its own funds or otherwise incur 
       any financial liability in the performance of any of its duties 
       hereunder, or in the exercise of any of its rights or powers, if there 
       shall be reasonable grounds for believing that repayment of such funds 
       or adequate indemnity against such risk or liability is not reasonably 
       assured to it.

              (e)    Whether or not therein expressly so provided, every 
       provision of this Subordinated Indenture relating to the conduct or 
       affecting the liability of or affording protection to the Trustee 
       shall be subject to the provisions of this Section.

              SECTION 6.2     NOTICE OF DEFAULTS.  Within 90 days after 
actual knowledge by a Responsible Officer of the Trustee of the occurrence of 
any default hereunder, the Trustee shall transmit by mail to all Holders of 
Debentures, as their names and addresses appear in the Securities Register, 
notice of such default hereunder known to the Trustee, unless such default 
shall have been cured or waived; PROVIDED, HOWEVER, that, except in the case 
of a default in the payment of the principal of (or premium, if any) or 
interest (including any Additional Interest) on any Debenture, the Trustee 
shall be fully protected in withholding such notice if and so long as the 
board of directors, the executive committee or a trust committee of directors 
and/or Responsible Officers of the Trustee in good faith determines that the 
withholding of such notice is in the interests of the Holders of Debentures; 
PROVIDED, FURTHER, that, except in the case of any default of the character 
specified in Section 5.1(c), no such notice to Holders of the Debentures 
shall be given until at least 30 days after the occurrence thereof.  For the 
purpose of this Section, the term "DEFAULT" means any event which is, or 
after notice or lapse of time or both would become, a Debenture Event of 
Default.

              SECTION 6.3     CERTAIN RIGHTS OF TRUSTEE.  Subject to the 
provisions of Section 6.1:

              (a)    the Trustee may conclusively rely and shall be fully 
       protected in acting or refraining from acting upon any resolution, 
       certificate, statement, instrument, opinion, report, notice, request, 
       direction, consent, order, bond, debenture, 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 or direction of the Company mentioned herein 
       shall be sufficiently evidenced by a Company Request or Company Order 
       and any resolution of the Board of Directors may be sufficiently 
       evidenced by a Board Resolution;

                                       45
<PAGE>

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

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

              (e)    the Trustee shall be under no obligation to exercise any 
       of the rights or powers vested in it by this Subordinated Indenture at 
       the request or direction of any of the Holders pursuant to this 
       Subordinated Indenture, unless such Holders shall have offered to the 
       Trustee reasonable security or indemnity against the costs, expenses 
       and liabilities which might be incurred by it in compliance with such 
       request or direction;

              (f)    the Trustee shall not be bound to make any investigation 
       into the facts or matters stated in any resolution, certificate, 
       statement, instrument, opinion, report, notice, request, direction, 
       consent, order, bond, indenture, Debenture or other paper or document, 
       but the Trustee in its discretion may make such inquiry or 
       investigation into such facts or matters as it may see fit, and, if 
       the Trustee shall determine to make such inquiry or investigation, it 
       shall be entitled to examine the books, records and premises of the 
       Company, personally or by agent or attorney;

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

              (h)    in the event that the Trustee is also acting as a Paying 
       Agent, Authenticating Agent, Conversion Agent, and/or Securities 
       Registrar hereunder, the rights and protections afforded to the 
       Trustee pursuant to this Article 6 shall also be afforded to such 
       Paying Agent, Authenticating Agent, Conversion Agent, and/or 
       Securities Registrar.

              SECTION 6.4     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF 
DEBENTURES. The recitals contained herein and in the Debentures, except the 
Trustee's certificates of authentication, shall be taken as the statements of 
the Company, and the Trustee assumes no responsibility for their correctness. 
 The Trustee makes no representations as to the validity or sufficiency of 
this Subordinated Indenture or of the Debentures.  The Trustee shall not be 
accountable for the use or application by the Company of the Debentures or 
the proceeds thereof.

              SECTION 6.5     MAY HOLD DEBENTURES.  The Trustee, any Paying 
Agent, Securities Registrar or any other agent of the Company, in its 
individual or any other capacity, may become the owner or pledgee of 
Debentures and, subject to Sections 6.8 and 6.13, may otherwise deal with 

                                       46
<PAGE>

the Company and its Affiliates with the same rights it would have if it were 
not Trustee, Paying Agent, Securities Registrar or such other agent.

              SECTION 6.6     MONEY HELD IN TRUST.  Money held by the Trustee 
in trust hereunder need not be segregated from other funds except to the 
extent required by law.  The Trustee shall be under no liability of interest 
on any money received by it hereunder except as otherwise agreed with the 
Company.

              SECTION 6.7     COMPENSATION AND REIMBURSEMENT.  The Company 
agrees:

              (a)    to pay to the Trustee from time to time reasonable 
       compensation for all services rendered by it hereunder in such amounts 
       as the Company and the Trustee shall agree from time to time (which 
       compensation shall not be limited by any provision of law in regard to 
       the compensation of a trustee of an express trust);

              (b)    to reimburse the Trustee upon its request for all 
       reasonable expenses, disbursements and advances incurred or made by 
       the Trustee in accordance with any provision of this Subordinated 
       Indenture (including the reasonable compensation and the expenses and 
       disbursements of its agents and counsel); and

              (c)    to indemnify the Trustee and its officers, directors and 
       employees for, and to hold it harmless against, any loss, liability or 
       expense (including the reasonable compensation and the expenses and 
       disbursements of its agents and counsel) incurred without negligence 
       or bad faith, arising out of or in connection with the acceptance or 
       administration of this trust or the performance of its duties 
       hereunder, including the costs and expenses of defending itself 
       against any claim or liability in connection with the exercise or 
       performance of any of its powers or duties hereunder.  This 
       Indemnification shall survive the termination of this Agreement or the 
       earlier resignation or removal of the Trustee.

       To secure the Company's payment obligations in this Section, the 
Company and the Holders agree that the Trustee shall have a lien prior to the 
Debentures on all money or property held or collected by the Trustee except 
assets held in trust to pay principal and premium, if any, or interest on 
particular Debentures pursuant to Section 4.1(a)(ii)(B), or pursuant to any 
redemption pursuant to Article 11 hereof if monies have been deposited for 
such redemption and notice has been given and the Redemption Date has passed. 
 Such lien shall survive the satisfaction and discharge of this Subordinated 
Indenture or the earlier resignation or removal of the Trustee.

       When the Trustee incurs expenses or renders services after a Debenture 
Event of Default specified in Section 5.1(e) or (f) occurs, the expenses and 
the compensation for the services are intended to constitute expenses of 
administration under any Bankruptcy Reform Act of 1978 or a successor statute.

              SECTION 6.8     DISQUALIFICATION; CONFLICTING INTERESTS.  The 
Trustee shall be subject to the provisions of Section 310(b) of the Trust 
Indenture Act. Nothing herein shall prevent the Trustee from filing with the 
Commission the application referred to in the second to last paragraph 

                                       47
<PAGE>

of Section 310(b) of the Trustee Indenture Act.  The Declaration and the 
Guarantee shall be deemed to be specifically described in this Subordinated 
Indenture for the purposes of clause (i) of the first proviso contained in 
Section 310(b) of the Trust Indenture Act.

              SECTION 6.9     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.  There 
shall at all times be a Trustee hereunder which shall be:

              (a)    a corporation organized and doing business under the laws 
       of the United States of America or of any State, Territory or the 
       District of Columbia, authorized under such laws to exercise corporate 
       trust powers and subject to supervision or examination by Federal, 
       State, Territorial or District of Columbia authority, or

              (b)    a corporation or other Person organized and doing business 
       under the laws of a foreign government that is permitted to act as 
       Trustee pursuant to a rule, regulation or order of the Commission, 
       authorized under such laws to exercise corporate trust powers, and 
       subject to supervision or examination by authority of such foreign 
       government or a political subdivision thereof substantially equivalent 
       to supervision or examination applicable to United States 
       institutional trustees,

in either case having a combined capital and surplus of at least $50,000,000, 
subject to supervision or examination by Federal or State 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, to the purposes of this Section, the combined capital and surplus of 
such corporation shall be deemed to be its combined capital and surplus as 
set forth in its most recent report of condition so published.  If at any 
time the Trustee shall cease to be eligible in accordance with the provisions 
of this Section, it shall resign immediately in the manner and with the 
effect hereinafter specified in this Article.  Neither the Company nor any 
Person directly or indirectly controlling, controlled by or under common 
control with the Company shall serve as Trustee hereunder.

              SECTION 6.10    RESIGNATION AND REMOVAL; APPOINTMENT OF 
SUCCESSOR.

              (a)    No resignation or removal of the Trustee and no 
       appointment of a successor Trustee pursuant to this Article shall 
       become effective until the acceptance of appointment by the successor 
       Trustee under Section 6.11.

              (b)    The Trustee may resign at any time by giving written 
       notice thereof to the Company.  If an instrument of acceptance by a 
       successor Trustee shall not have been delivered to the Trustee within 
       30 days after the giving of such notice of resignation, the resigning 
       Trustee may petition any court of competent jurisdiction for the 
       appointment of a successor Trustee.

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

                                       48
<PAGE>

              (d)    If at any time:

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

                     (ii) the Trustee shall cease to be eligible under 
              Section 6.9 and shall fail to resign after written request 
              therefor by the Company or by any such Holder, or

                     (iii) the Trustee shall become incapable of acting or 
              shall be adjudged as 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, (A) the 
              Company by Board Resolution may remove the Trustee, or (B) 
              subject to Section 5.14, any Holder who has been a bona fide 
              Holder of a Debenture for at least six months may, on behalf of 
              himself and all other similarly situated Holders, petition any 
              court of competent jurisdiction for the removal of the Trustee 
              and the appointment of a successor Trustee.

              (e)    If the Trustee shall resign, be removed or become 
       incapable of acting, or if a vacancy shall occur in the office of 
       Trustee for any cause with respect to the Debentures, the Company, by 
       a Board Resolution, shall promptly appoint a successor Trustee.  If, 
       within one year after such resignation, removal or incapability, or 
       the occurrence of such vacancy, a successor Trustee with respect to 
       the Debentures shall be appointed by Act of the Holders of a majority 
       in principal amount of the Outstanding Debentures delivered to the 
       Company and the retiring Trustee, the successor Trustee so appointed 
       shall, forthwith upon its acceptance of such appointment, become the 
       successor Trustee and supersede the successor Trustee appointed by the 
       Company.  If no successor Trustee shall have been so appointed by the 
       Company or the Holders and accepted appointment in the manner 
       hereinafter provided, any Holder who has been a bona fide Holder of a 
       Debenture for at least six months may, subject to Section 5.14, on 
       behalf of himself and all others similarly situated, petition any 
       court of competent jurisdiction for the appointment of a successor 
       Trustee.

              (f)    The Company shall give notice of each resignation and 
       each removal of the Trustee and each appointment of a successor 
       Trustee by mailing written notice of such event by first-class mail, 
       postage prepaid, to the Holders of the Debentures as their name and 
       addresses appear in the Securities Register.  Each notice shall 
       include the name of the successor Trustee and the address of its 
       Corporate Trust Office.

              SECTION 6.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

              (a)    In case of the appointment hereunder of a successor 
       Trustee, every such successor Trustee so appointed shall execute, 
       acknowledge and deliver to the Company and to the retiring Trustee an 
       instrument accepting such appointment, and thereupon the resignation 
       or removal of the retiring Trustee shall become effective and such 
       successor 

                                       49
<PAGE>

       Trustee, without any further act, deed or conveyance, shall become 
       vested with all the rights, powers, trusts and duties of the retiring 
       Trustee, but, on the written request of the Company or the Successor 
       Trustee, such retiring Trustee shall, upon payment of its charges, 
       execute and deliver an instrument transferring to such successor, 
       Trustee all the rights, powers and trusts of the retiring Trustee and 
       shall duly assign, transfer and deliver to such successor Trustee all 
       property and money held by such retiring Trustee hereunder.

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

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

              SECTION 6.12    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION 
TO BUSINESS. Any corporation into which the Trustee may be merged or 
converted or with which it may be consolidated, or any corporation resulting 
from any merger, conversion or consolidation to which the Trustee shall be a 
party, or any corporation succeeding to all or substantially all of the 
corporate trust business of the Trustee, shall be the successor of the 
Trustee hereunder, PROVIDED such corporation shall be otherwise qualified and 
eligible under this Article, without the execution or filing of any paper or 
any further act on the part of any of the parties hereto. In case any 
Debentures shall have been authenticated, but not delivered, by the Trustee 
then in office, any successor by merger, conversion or consolidation to such 
authenticating Trustee may adopt such authentication and deliver the 
Debentures so authenticated, and in case any Debentures shall not have been 
authenticated, any successor to the Trustee may authenticate such Debentures 
either in the name of any predecessor Trustee or in the name of such 
successor Trustee, and in all cases the certificate of authentication shall 
have the full force which it is provided anywhere in the Debentures or in 
this Subordinated Indenture that the certificate of the Trustee shall have.

              SECTION 6.13    PREFERENTIAL COLLECTION OF CLAIMS AGAINST 
COMPANY.  If and when the Trustee shall be or become a creditor of the 
Company (or any other obligor upon the Debentures), the Trustee shall be 
subject to the provisions of the Trust Indenture Act regarding the collection 
of claims against the Company (or any such other obligor).

              SECTION 6.14    APPOINTMENT OF AUTHENTICATING AGENT.  The 
Trustee may appoint an Authenticating Agent or Agents, as described and with 
the powers and obligations conferred by this Section 6.14 ("AUTHENTICATING 
AGENT OR AGENTS"), with respect to the Debentures which shall be authorized 
to act on behalf of the Trustee to authenticate the Debentures issued upon 
exchange, registration of transfer or partial redemption thereof, and 
Debentures so authenticated shall be entitled to the benefits of this 
Subordinated Indenture and shall be valid and obligatory for all purposes as 
if authenticated by the Trustee hereunder.  Wherever reference is made in 
this Subordinated Indenture to the authentication and delivery of Debentures 
by the Trustee or the Trustee's certificate of authentication, such reference 
shall be deemed to include authentication and delivery on behalf of the 
Trustee by an Authenticating Agent.  Each Authenticating Agent shall be 
acceptable to the Company and shall at all times be a corporation organized 
and doing business

                                       50

<PAGE>

under the laws of the United States of America, or of any State, Territory or 
the District of Columbia, authorized under such laws to act as Authenticating 
Agent, having a combined capital and surplus of not less than $50,000,000 and 
subject to supervision or examination by Federal or State authority.  If such 
Authenticating Agent publishes reports of condition at least annually, 
pursuant to law or to the requirements of said supervising or examining 
authority, then for the purposes of this Section the combined capital and 
surplus of such Authenticating Agent shall be deemed to be its combined 
capital and surplus as set forth in its most recent report of condition so 
published.  If at any time an Authenticating Agent shall cease to be eligible 
in accordance with the provisions of this Section, such Authenticating Agent 
shall resign immediately in the manner and with the effect specified in this 
Section.

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

       An Authenticating Agent may resign at any time by giving written 
notice thereof to the Trustee and to the Company.  The Trustee may at any 
time terminate the agency of an Authenticating Agent by giving written notice 
thereof to such Authenticating Agent and to the Company.  Upon receiving such 
a notice of resignation or upon such a termination, or in case at any time 
such Authenticating Agent shall cease to be eligible in accordance with the 
provisions of this Section, the Trustee may appoint a successor 
Authenticating Agent which shall be acceptable to the Company and shall give 
notice of such appointment in the manner provided in Section 1.6 to all 
Holders of the Debentures.  Any successor Authenticating Agent upon 
acceptance of its appointment hereunder shall become vested with all the 
rights, powers and duties of its predecessor hereunder, with like effect as 
if originally named as an Authenticating Agent.  No successor Authenticating 
Agent shall be appointed unless eligible under the provision of this Section.

       The Trustee agrees to pay to each Authenticating Agent from time to 
time reasonable compensation for its services under this Section, and the 
Trustee shall be entitled to be reimbursed for such payments, subject to the 
provisions of Section 6.7.

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

       This is one of the Debentures referred to in the within mentioned 
Subordinated Indenture.

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

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


                                        51
<PAGE>
 

                            As Trustee

                            By: 
                                ---------------------------
                                As Authenticating Agent


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


                                      ARTICLE 7
                   HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

              SECTION 7.1     COMPANY TO FURNISH NAMES AND ADDRESSES OF 
HOLDERS.  The Company will furnish or cause to be furnished to the Trustee 
(unless the Trustee is acting as the Securities Registrar):

              (a)    quarterly at least five Business Days before each 
       Interest Payment Date, a list, in such form as the Trustee may 
       reasonably require, of the names and addresses of the Holders as of 
       each such date; 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.

              SECTION 7.2     PRESERVATION OF INFORMATION:  COMMUNICATIONS TO 
                              HOLDERS.

              (a)    The Trustee shall preserve, in as current a form as is 
       reasonably practicable, the names and addresses of Holders contained 
       in the most recent list furnished to the Trustee as provided in 
       Section 7.1 and the names and addresses of Holders received by the 
       Trustee in its capacity as Securities Registrar.  The Trustee may 
       destroy any list furnished to it as provided in Section 7.1 upon 
       receipt of a new list so furnished.

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

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

              SECTION 7.3     REPORTS BY TRUSTEE.

                                      52
<PAGE>

              (a)    The Trustee shall transmit to Holders such reports 
       concerning the Trustee and its actions under this Subordinated 
       Indenture as may be required pursuant to the Trust Indenture Act, at 
       the times and in the manner provided pursuant thereto.

              (b)    Reports so required to be transmitted at stated 
       intervals of not more than 12 months shall be transmitted within 60 
       days after May 15 in each calendar year, commencing with May 15, 1999.

              (c)    A copy of each such report shall, at the time of such 
       transmission to Holders, be filed by the Trustee with each stock 
       exchange or self regulatory organization of which the Trustee has 
       received notice by the Company upon which the Debentures are listed 
       and also with the Commission.  The Company will notify the Trustee in 
       writing whenever the Debentures are listed on any stock exchange or 
       self-regulatory organization.

              SECTION 7.4     REPORTS BY COMPANY.  The Company shall file 
with the Trustee and with the Commission, and transmit to Holders, such 
information, documents and other reports, and such summaries thereof, as may 
be required pursuant to the Trust Indenture Act at the times and in the 
manner provided in the Trust Indenture Act, PROVIDED that any such 
information, documents or reports required to be filed with the Commission 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 shall be filed with the Trustee within 15 days after the same is 
required to be filed with the Commission.  Notwithstanding that the Company 
may not be required to remain subject to the reporting requirements of 
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company shall 
continue to file with the Commission and provide the Trustee and Holders with 
the annual reports and the information, documents and other reports which are 
specified in Sections 13 and 15(d) of the Securities Exchange Act of 1934.  
The Company also shall comply with the other provisions of Trust Indenture 
Act Section 314(a).

                                      ARTICLE 8
                 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

              SECTION 8.1     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN 
TERMS. The Company shall not consolidate with or merge into any other Person 
or convey, transfer or lease its properties and assets substantially as an 
entirety to any Person, and no Person shall consolidate with or merge into 
the Company or convey, transfer or lease its properties and assets 
substantially as an entirety to the Company, unless:

              (a)    in case the Company shall consolidate with or merge into 
       another Person or convey, transfer or lease its properties and assets 
       substantially as an entirety to any Person, the Person formed by such 
       consolidation or into which the Company is merged or the Person which 
       acquires by conveyance or transfer, or which leases, the properties 
       and assets of the Company substantially as an entirety shall be a 
       Person organized and existing under the laws of the United States of 
       America or any State or the District of Columbia, and shall expressly 
       assume, by an indenture supplemental hereto, executed and delivered to 
       the Trustee, in form satisfactory to the Trustee, the due and punctual 
       payment of the principal of (and premium, 

                                      53
<PAGE>



       if any) and interest (including any Additional Interest) on all the 
       Debentures and the performance of every covenant of this Subordinated 
       Indenture on the part of the Company to be performed or observed and 
       shall have provided for conversion rights in accordance with Article 
       13;

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

              (c)    such consolidation, merger, conveyance, transfer or lease 
       is permitted under the Declaration and Guarantee and does not give 
       rise to any breach or violation of the Declaration or Guarantee; and

              (d)    the Company has delivered to the Trustee an Officers' 
       Certificate and an Opinion of Counsel each stating that such 
       consolidation, merger, conveyance, transfer or lease and any such 
       supplemental indenture complies with this Article and that all 
       conditions precedent herein provided for relating to such transaction 
       have been complied with, and the Trustee, subject to Section 6.1, may 
       rely upon such Officers' Certificate and Opinion of Counsel as 
       conclusive evidence that such transaction complies with this 
       Section 8.1.

              SECTION 8.2     SUCCESSOR CORPORATION SUBSTITUTED.  Upon any 
consolidation or merger by the Company with or into any other corporation, or 
any conveyance, transfer or lease by the Company of its properties and assets 
substantially as an entirety to any Person in accordance with Section 8.1, 
the successor corporation formed by such consolidation or into which the 
Company is merged or to which such conveyance, transfer or lease is made 
shall succeed to, and be substituted for, and may exercise every right and 
power of, the Company under this Subordinated Indenture with the same effect 
as if such successor corporation had been named as the Company herein.  In 
the event of any such conveyance, transfer or lease the Company shall be 
discharged from all obligations and covenants under the Subordinated 
Indenture and the Debentures and may be dissolved and liquidated.

       Such successor corporation 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 
Debentures issuable hereunder which theretofore shall not have been signed by 
the Company and delivered to the Trustee, and, upon the Company Order of such 
successor corporation instead of the Company and subject to all the terms, 
conditions and limitations in this Subordinated Indenture prescribed, the 
Trustee shall authenticate and shall deliver any Debentures which previously 
shall have been signed and delivered by the officers of the Company to the 
Trustee for authentication pursuant to a Company Order and any Debentures 
which such successor corporation thereafter shall cause to be signed and 
delivered to the Trustee on its behalf for the purpose pursuant to such 
provisions.  All the Debentures so issued shall in all respects have the same 
legal rank and benefit under this Subordinated Indenture as the Debentures 
theretofore or thereafter issued in accordance with the terms of this 
Subordinated Indenture as though all of such Debentures had been issued at 
the date of the execution hereof.

                                      54
<PAGE>


       In case of any such consolidation, merger, sale, conveyance or lease, 
such changes in phraseology and form may be made in the Debentures thereafter 
to be issued as may be appropriate.

                                      ARTICLE 9
                               SUPPLEMENTAL INDENTURES

              SECTION 9.1     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF 
HOLDERS. Without the consent of or notice to any Holder, the Company, when 
authorized by a Board Resolution, and the Trustee, at any time and from time 
to time, may enter into one or more indentures supplemental hereto, in form 
satisfactory to the Trustee, for any of the following purposes:

              (a)    to evidence the succession of another Person to the 
       Company, and the assumption by any such successor of the covenants of 
       the Company herein and in the Debentures contained;

              (b)    to convey, transfer, assign, mortgage or pledge any 
       property to or with the Trustee or to surrender any right or power 
       herein conferred upon the Company;

              (c)    to add to covenants of the Company for the benefit of the 
       Holders of the Debentures or to surrender any right or power herein 
       conferred upon the Company;

              (d)    to make provision with respect to the conversion rights 
       of Holders pursuant to the requirements of Article 13;

              (e)    to add any additional Debenture Events of Default;

              (f)    to cure any ambiguity, to correct or supplement any 
       provision herein which may be inconsistent with any other provision 
       herein, or to make any other provisions with respect to matters or 
       questions arising under this Subordinated Indenture, PROVIDED that 
       such action pursuant to this clause shall not materially adversely 
       affect the interest of the Holders of Debentures and for so long as 
       any of the Preferred Securities shall remain outstanding, the holders 
       of such Preferred Securities;

              (g)    to evidence and provide for the acceptance of appointment 
       hereunder by successor Trustee and to add to or change any of the 
       provisions of this Subordinated Indenture as shall be necessary to 
       provide for or facilitate the administration of the Trust hereunder by 
       more than one Trustee, pursuant to the requirements of Section 6.11(b);

              (h)    to comply with the requirements of the Commission in order 
       to effect or maintain the qualification of this Subordinated Indenture 
       under the Trust Indenture Act; or

              (i)    to make provision for transfer procedures, certification, 
       book-entry provisions, the form of restricted securities legends, if 
       any, to be placed on Debentures, and all other matters required 
       pursuant to Section 3.5 or otherwise necessary, desirable or 
       appropriate in 

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<PAGE>

       connection with the issuance of Debentures to holders of Preferred 
       Securities in the event of a distribution of Debentures by the Trust if 
       a Special Event occurs and is continuing.

              SECTION 9.2     SUPPLEMENTAL INDENTURES WITH CONSENT OF 
HOLDERS.  With the consent of the Holders of not less than a majority in 
principal amount of the Outstanding Debentures, by Act of said Holders 
delivered to the Company and the Trustee, the Company, when authorized by a 
Board Resolution, and the Trustee may enter into an indenture or indentures 
supplemental hereto for the purpose of adding any provisions to or changing 
in any manner or eliminating any of the provisions of this Subordinated 
Indenture or of modifying in any manner the rights of the Holders of the 
Debentures under this Subordinated Indenture; PROVIDED, HOWEVER, that no such 
supplemental indenture shall, without the consent of the Holder of each 
Outstanding Debenture affected thereby,

              (a)    except to the extent permitted by Section 3.11 with 
       respect to the extension of the interest payment period of the 
       Debentures, change the Stated Maturity of the principal of, or any 
       installment of interest (including any Additional Interest) on, the 
       Debentures, or reduce the principal amount thereof or the rate of 
       interest thereon or reduce any premium payable upon the redemption 
       thereof, or change the place of payment where, or the coin or currency 
       in which, any Debenture or interest thereon is payable, or impair the 
       right to institute suit for the enforcement of any such payment on or 
       after the Maturity thereof (or, in the case of redemption, on or after 
       the date fixed for redemption thereof);

              (b)    adversely affect any right to convert or exchange any 
       Debenture or modify the provisions of this Subordinated Indenture with 
       respect to the subordination of the Debentures in a manner adverse to 
       such Holder;

              (c)    reduce the percentage in principal amount of the 
       Outstanding Debentures, the consent of whose Holders is required for 
       any such supplemental indenture, or the consent of whose Holders is 
       required for any waiver (of compliance with certain provisions of this 
       Subordinated Indenture or certain defaults hereunder and their 
       consequences) provided for in this Subordinated Indenture;

              (d)    modify any of the provisions of this Section, Section 
       4.1, Section 5.8, Section 5.13 or Section 10.6, except to increase any 
       such percentage or to provide that certain other provisions of this 
       Subordinated Indenture cannot be modified or waived without the 
       consent of the Holder of each Debenture affected thereby, or the 
       consent of the holders of all the Preferred Securities as the case may 
       be; or

              (e)    modify the provisions in Article 12 of this Subordinated 
       Indenture with respect to the subordination of Outstanding Debentures 
       in a manner adverse to the Holders thereof;

PROVIDED that, so long as any Preferred Securities remain outstanding (i) no 
such modification may be made that adversely affects the holders of such 
Preferred Securities in any material respect, no termination of this 
Subordinated Indenture shall occur, and no waiver of any Debenture Event of 
Default or compliance with any covenant under this Subordinated Indenture 
shall be effective, without the prior consent of the holders of at least a 
majority of the aggregate liquidation amount 

                                      56
<PAGE>

of such Preferred Securities then outstanding unless and until the principal 
(and premium, if any) of the Debentures and all accrued and unpaid interest 
(including any Additional Interest) thereon have been paid in full and (ii) 
where a consent under this Subordinated Indenture would require the consent 
of each Holder of Debentures, no such consent will be given by the Property 
Trustee without the prior consent of each holder of the Preferred Securities.

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

              SECTION 9.3     EXECUTION OF SUPPLEMENTAL INDENTURES.  In 
executing or accepting the additional trusts created by any supplemental 
indenture permitted by this Article or the modifications thereby of the trust 
created by this Subordinated Indenture, the Trustee shall be entitled to 
receive, and (subject to Section 6.1) shall be fully protected in 
conclusively relying upon, an Officers' Certificate and an Opinion of Counsel 
stating that the execution of such supplemental indenture is authorized or 
permitted by this Subordinated Indenture, and that all conditions precedent 
have been complied with.  The Trustee may, but shall not be obligated to, 
enter into any such supplemental indenture which affects the Trustee's own 
rights, duties or immunities under this Subordinated Indenture or otherwise.

              SECTION 9.4     EFFECT OF SUPPLEMENTAL INDENTURES.  Upon the 
execution of any supplemental indenture under this Article, this Subordinated 
Indenture shall be modified in accordance therewith, and such supplemental 
indenture shall form a part of this Subordinated Indenture for all purposes, 
and every Holder of the Debentures theretofore or thereafter authenticated 
and delivered hereunder shall be bound thereby.

              SECTION 9.5     CONFORMITY WITH TRUST INDENTURE ACT.  Every 
supplemental indenture executed pursuant to this Article shall conform to the 
requirements of the Trust Indenture Act as then in effect.

              SECTION 9.6     REFERENCE IN DEBENTURES TO SUPPLEMENTAL 
INDENTURES. Debentures authenticated and delivered after the execution of any 
supplemental indenture pursuant to this Article may, and shall if required by 
the Trustee, bear a notation in form approved by the Trustee as to any matter 
provided for in such supplemental indenture.  If the Company shall so 
determine, new Debentures so modified as to conform, in the opinion of the 
Trustee and the Board of Directors, to any such supplemental indenture may be 
prepared and executed by the Company and authenticated and delivered by the 
Trustee in exchange for Outstanding Debentures presented to the Trustee.

                                      ARTICLE 10
                                      COVENANTS

              SECTION 10.1    PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.  
The Company covenants and agrees for the benefit of the Debentures that it 
will duly and punctually pay the principal of (and 

                                      57
<PAGE>


premium, if any) and interest (including Additional Interest) on the 
Debentures in accordance with the terms of the Debentures and this 
Subordinated Indenture.

              SECTION 10.2    MAINTENANCE OF OFFICE OR AGENCY.  The Company 
will maintain in the United States, an office or agency where Debentures may 
be presented or surrendered for payment and an office or agency where 
Debentures may be surrendered for transfer or exchange and where notices and 
demands to or upon the Company in respect of the Debentures and this 
Subordinated Indenture may be served.  The Company initially appoints the 
Trustee, acting through its Corporate Trust Office, as its agent for said 
purposes.  The Company will give prompt written notice to the Trustee of any 
change in the location of any such office or agency.  If at any time the 
Company shall fail to maintain such office or agency or shall fail to furnish 
the Trustee with the address thereof, such presentations, surrenders, notices 
and demands may be made or served at the Corporate Trust Office of the 
Trustee, and the Company hereby appoints the Trustee as its agent to receive 
all such presentations, surrenders, notices and demands.

       The Company may also from time to time designate one or more other 
offices or agencies where the Debentures may be presented or surrendered for 
any or all of such purposes, and may from time to time rescind such 
designations; PROVIDED, HOWEVER, that no such designation or rescission shall 
in any manner relieve the Company of its obligation to maintain an office or 
agency in the United States for such purposes.  The Company will give prompt 
written notice to the Trustee of any such designation and any change in the 
location of any such office or agency.

              SECTION 10.3    MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN 
TRUST.  If the Company shall at any time act as its own Paying Agent with 
respect to the Debentures, it will, on or before each due date of the 
principal of (or premium, if any) or interest on any of the Debentures, 
segregate and hold in trust for the benefit of the Persons entitled thereto a 
sum sufficient to pay the principal (or premium, if any) or interest so 
becoming due until such sums shall be paid to such Persons or otherwise 
disposed of as herein provided, and will promptly notify the Trustee of its 
failure so to act.  Whenever the Company shall have one or more Paying 
Agents, it will, on or before each due date of the principal of or interest 
on the Debentures, deposit with a Paying Agent a sum sufficient to pay the 
principal (or premium, if any) or interest so becoming due, such sum to be 
held in trust for the benefit of the Persons entitled to such principal and 
premium (if any) or interest, and (unless such Paying Agent is the Trustee) 
the Company will promptly notify the Trustee of its failure so to act.

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

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

              (b)    give the Trustee notice of any default by the Company (or 
       any other obligor upon the Debentures) in the making of any payment of 
       principal (or premium, if any) or interest;

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<PAGE>

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

              (d)    comply with the provisions of the Trust Indenture Act 
       applicable to it as a Paying Agent.

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

       Any money deposited with the Trustee or any Paying Agent, or then held 
by the Company, in trust for the payment of the principal of (or premium, if 
any) or interest on any Debenture and remaining unclaimed for two years after 
such principal (or premium, if any) or interest has become due and payable 
shall (unless otherwise required by mandatory provision of applicable escheat 
or abandoned or unclaimed property law) be paid on Company Request, after all 
payments owing the Trustee have been paid, to the Company, or (if then held 
by the Company) shall (unless otherwise required by mandatory provision of 
applicable escheat or abandoned or unclaimed property law) be discharged from 
such trust; and the Holder of such Debenture shall thereafter, as an 
unsecured general creditor, look only to the Company for payment thereof, and 
all liability of the Trustee or such Paying Agent with respect to such trust 
money, and all liability of the Company as trustee thereof, shall thereupon 
cease.

              SECTION 10.4    PAYMENT OF TAXES AND OTHER CLAIMS.  The Company 
will pay or discharge or cause to be paid or discharged, before the same 
shall become delinquent, (a) all taxes, assessments and governmental charges 
levied or imposed upon the Company or any Subsidiary or upon the income, 
profits or property of the Company or any Subsidiary, and (b) all lawful 
claims for labor, materials and supplies which, if unpaid, might by law 
become a lien upon the property of the Company or any Subsidiary; PROVIDED, 
HOWEVER, that the Company shall not be required to pay or discharge or cause 
to be paid or discharged any such tax, assessment, charge or claim whose 
amount, applicability or validity is being contested in good faith by 
appropriate proceedings.

              SECTION 10.5    STATEMENT AS TO COMPLIANCE.  The Company shall 
deliver to the Trustee, within 120 days after the end of each calendar year 
of the Company an Officers' Certificate (signed by at least one of the 
officers referred to in Section 314(a)(4) of the Trust Indenture Act) 
covering the preceding calendar year, stating whether or not to the best 
knowledge of the signers thereof the Company is in default in the 
performance, observance or fulfillment of or compliance with any of the 
terms, provisions, covenants and conditions of this Subordinated Indenture, 
and if the Company shall be 

                                      59
<PAGE>

in default, specifying all such defaults and the nature and status thereof of 
which they may have knowledge.  For the purpose of this Section 10.5, 
compliance shall be determined without regard to any grace period or 
requirement of notice provided pursuant to the terms of this Subordinated 
Indenture.

              SECTION 10.6    WAIVER OF CERTAIN COVENANTS.  The Company may 
omit in any particular instance to comply with any covenant or condition set 
forth in this Article 10, if before or after the time for such compliance the 
Holders of at least a majority in principal amount of the Outstanding 
Debentures, by Act of such Holders, either waive such compliance in such 
instance or generally waive compliance with such covenant or condition, but 
no such waiver shall extend to or affect such covenant or condition except to 
the extent so expressly waived, and, until such waiver shall become 
effective, the obligations of the Company in respect of any such covenant or 
condition shall remain in full force and effect.

              SECTION 10.7    ADDITIONAL SUMS.  In the event that  (a) the 
Property Trustee is the Holder of all of the Outstanding Debentures, (b) a 
Tax Event in respect of the Trust shall have occurred and be continuing and 
(c) the Company shall not have (i) redeemed the Debentures pursuant to 
Section 11.7 or 11.8 or (ii) dissolved the Trust pursuant to Section 9.2(b) 
of the Declaration, the Company shall pay to the Trust (and its permitted 
successors or assigns under the Declaration) for so long as the Trust (or its 
permitted successor or assignee) is the registered Holder of the Debentures, 
such additional amounts as may be necessary in order that the amount of 
distributions (including any Additional Amounts (as defined in the 
Declaration)) then due and payable by the Trust on the Preferred Securities 
and Common Securities that at any time remain outstanding in accord with the 
terms thereof shall not be reduced as a result of any Additional Taxes (the 
"ADDITIONAL SUMS").  Whenever in this Subordinated Indenture or the 
Debentures there is a reference in any context to the payment of principal of 
(or premium, if any) or interest on the Debentures, such mention shall be 
deemed to include mention of the payments of the Additional Sums provided for 
in this paragraph to the extent that, in such context, Additional Sums are, 
were or would be payable in respect thereof pursuant to the provisions of 
this paragraph and express mention of the payment of Additional Sums (if 
applicable) in any provisions hereof shall not be construed as excluding 
Additional Sums in those provisions hereof where such express mention is not 
made, PROVIDED, HOWEVER, that the extension of an interest payment period 
pursuant to Section 3.11 or the Debentures shall not extend the payment of 
any Additional Sums that may be due and payable during such interest payment 
period.

              SECTION 10.8    ADDITIONAL COVENANTS.  The Company covenants 
and agrees with each Holder of Debentures that so long as the Debentures are 
outstanding, if (i) there shall have occurred any event of which the Company 
has actual knowledge that (A) with the giving of notice or the lapse of time 
or both, would constitute a Debenture Event of Default hereunder and (B) in 
respect of which the Company shall not have taken reasonable steps to cure, 
(ii) the Company shall be in default with respect to its payment of any 
obligations under the Guarantee or (iii) the Company shall have given notice 
of its selection of an Extension Period as provided herein and shall not have 
rescinded such notice, or such period, or any extension thereof, shall be 
continuing, then the Company shall not, and shall cause any Subsidiary not 
to, (i) declare or pay dividends on, make distributions with respect to, or 
redeem, purchase or acquire, or make a liquidation payment with respect to 
any of its Capital Stock (except for (x) dividends or distributions in shares 
of, or options, warrants or rights to subscribe for or purchase shares of its 
Capital Stock and conversions or 

                                      60

<PAGE>


exchanges of Common Stock of one class for Common Stock of another class and 
(y) redemptions or purchases of any rights pursuant to a rights agreement and 
the issuance of Capital Stock pursuant to such rights) or (ii) make any 
payments of principal, interest or premium, if any, on or repay or repurchase 
or redeem any debt securities (including guarantees of indebtedness for money 
borrowed) of the Company that rank PARI PASSU with or junior to the 
Debentures (other than (u) any redemption, liquidation, interest, principal 
or guarantee payment by the Company where the payment is made by way of 
securities (including Capital Stock) that rank PARI PASSU with or junior to 
the securities on which such redemption, interest, principal or guarantee 
payment is being made, (v) payments under the Guarantee (as defined in the 
Declaration) or the Common Securities Guarantee (as defined in the 
Declaration), (w) purchases of Common Stock related to the issuance of Common 
Stock under any of the Company's benefit plans for its directors, officers or 
employees, (x) as a result of a reclassification of the Company's Capital 
Stock or the exchange or conversion of one series or class of the Company's 
Capital Stock for another series or class of the Company's Capital Stock, (y) 
the purchase of fractional interests in shares of the Company's Capital Stock 
pursuant to the conversion or exchange provisions of such Capital Stock or 
the security being converted or exchanged and (z) redemptions or purchases of 
any rights pursuant to a rights agreement and the issuance of Capital Stock 
pursuant to such rights).

       The Company also covenants with each Holder of the Debentures:  (i) 
that for so long as Preferred Securities are outstanding not to convert the 
Debentures except pursuant to a notice of conversion delivered to the 
Conversion Agent by a holder of Trust Securities; (ii) to maintain directly 
or indirectly 100% ownership of the Common Securities of the Trust; PROVIDED, 
HOWEVER, that any permitted successor of the Company hereunder may succeed to 
the Company's ownership of such Common Securities; (iii) not to voluntarily 
terminate, wind-up, liquidate or dissolve the Trust, except (a) in connection 
with a distribution of the Debentures to the holders of Preferred Securities 
in dissolution of the Trust, (b) in connection with the redemption of all 
Trust Securities or (c) in connection with certain mergers, consolidations 
or amalgamations permitted by the Declaration; (iv) to use commercially 
reasonable efforts, consistent with the terms and provisions of the 
Declaration to cause the Trust to remain a grantor trust and not as an 
association taxable as a corporation for United States Federal income tax 
purposes; (v) to deliver shares of Common Stock upon an election by a holder 
of the Debentures to convert such Debentures into Common Stock; and (vi) to 
honor all obligations relating to the conversion or exchange of the Trust 
Securities into or for Common Stock.

              SECTION 10.9    PAYMENT OF EXPENSES OF THE TRUST.  In 
connection with the offering, sale and issuance of the Debentures to the 
Property Trustee and in connection with the sale of the Preferred Securities 
by the Trust, the Company shall:

              (a)    pay for all costs, fees and expenses relating to the 
       offering, sale and issuance of the Securities (as defined in the 
       Purchase Agreement), including commissions, discounts and expenses 
       payable pursuant to the Purchase Agreement and compensation of the 
       Trustee under the Subordinated Indenture in accordance with the 
       provisions of Section 6.7 of the Subordinated Indenture;

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<PAGE>

              (b)    be responsible for and pay for all debts and obligations 
       (other than with respect to the Preferred Securities) of the Trust, 
       pay for all costs and expenses of the Trust (including, but not 
       limited to, costs and expenses relating to the organization of the 
       Trust, the offering, sale and issuance of the Preferred Securities 
       (including commissions, discounts and expenses in connection 
       therewith), the fees and expenses of the Property Trustee and the 
       Delaware Trustee, the costs and expenses relating to the operation of 
       the Trust, including without limitation, costs and expenses of 
       accountants, attorneys, statistical or bookkeeping services, expenses 
       for printing and engraving and computing or accounting equipment, 
       paying agent(s), registrar(s), transfer agent(s), duplicating, travel 
       and telephone and other telecommunications expenses and costs and 
       expenses incurred in connection with the acquisition, financing, and 
       disposition of Trust assets); and

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


                                      ARTICLE 11
                         REDEMPTION OR EXCHANGE OF DEBENTURES

              SECTION 11.1    ELECTION TO REDEEM; NOTICE TO TRUSTEE.  The 
election of the Company to redeem any Debentures shall be evidenced by or 
pursuant to a Board Resolution.  In case of any redemption at the election of 
the Company, the Company shall, not less than 45 days prior to the date fixed 
for redemption (unless a shorter notice shall be satisfactory to the 
Trustee), notify the Trustee in writing of such date and of the principal 
amount of Debentures to be redeemed.

              SECTION 11.2    SELECTION OF DEBENTURES TO BE REDEEMED.  If 
less than all the Debentures are to be redeemed, the particular Debentures to 
be redeemed shall be selected not more than 45 days prior to the Redemption 
Date by the Trustee from the Outstanding Debentures not previously called for 
redemption, by lot or by such other method as the Trustee shall deem fair and 
appropriate and which may provide for the selection for redemption of a 
portion of the principal amount of the Debentures Outstanding, PROVIDED that 
the unredeemed portion of the principal amount of the Debentures be in an 
authorized denomination (which shall not be less than the minimum authorized 
denomination) for the Debentures.

       The Trustee shall promptly notify the Company in writing of the 
Debentures selected for partial redemption and the principal amount thereof 
to be redeemed. For all purposes of this Subordinated Indenture, unless the 
context otherwise requires, all provisions relating to the redemption of 
Debentures shall relate, in the case of any Debenture redeemed or to be 
redeemed only in part, to the portion of the principal amount of such 
Debenture which has been or is to be redeemed.  If the Company shall so 
direct, Debentures registered in the name of the Company, any Affiliate or 
any Subsidiary thereof shall not be included in the Debentures selected for 
redemption.

              SECTION 11.3    NOTICE OF REDEMPTION.  Notice of redemption 
shall be given by first-class mail, postage prepaid, mailed not later than 
the thirtieth (30th) day, and not earlier than the 

                                        62
<PAGE>
 
sixtieth (60th) day, prior to the date fixed for redemption, to each Holder 
of Debentures to be redeemed, at the address of such Holder as it appears in 
the Securities Register.

       With respect to Debentures to be redeemed, each notice of redemption 
shall state:

              (a)    the Redemption Date;

              (b)    the redemption price at which the Debentures are to be 
       redeemed (the "REDEMPTION PRICE");

              (c)    if less than all Outstanding Debentures are to be 
       redeemed, the identification (and, in the case of partial redemption, 
       the respective principal amounts) of the particular Debentures to be 
       redeemed (including, if relevant, the CUSIP or ISIN number);

              (d)    that on the Redemption Date the Redemption Price will 
       become due and payable upon each such Debenture or portion thereof, 
       and that upon deposit with the Paying Agent interest thereon, if any, 
       shall cease to accrue on and after the Redemption Date;

              (e)    the place or places where the Debentures are to be 
       surrendered for payment of the redemption price at which the 
       Debentures are to be redeemed;

              (f)    that a Holder of Debentures who desires to convert 
       Debentures called for redemption must satisfy the requirements for 
       conversion contained in the Debentures, the then existing Conversion 
       Price, and the date and time when the option to convert shall expire; 
       and

              (g)    the record date for the determination of holders 
       entitled to receive payment of the Redemption Price, as provided in 
       Section 11.5.

       Notice of redemption of Debentures to be redeemed at the election of 
the Company shall be given by the Company or, at the Company's written 
request, by the Trustee in the name and at the expense of the Company and 
shall be irrevocable. 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, a failure to give such notice by 
mail or any defect in the notice to the Holder of any Debenture designated 
for redemption as a whole or in part shall not affect the validity of the 
proceedings for the redemption of any other Debenture.

              SECTION 11.4    DEPOSIT OF REDEMPTION PRICE.  Prior to 12:00 
noon, New York City time, on the Redemption Date specified in the notice of 
redemption given as provided in Section 11.3, the Company will deposit with 
the Trustee or with one or more Paying Agents (or, if the Company is acting 
as its own Paying Agent, segregate and hold in trust as provided in Section 
4.2) an amount of money sufficient to redeem on the Redemption Date all the 
Debentures so called for redemption at the applicable Redemption Price.

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<PAGE>
 
       If any Debenture called for redemption has been converted, any money 
deposited with the Trustee or with any Paying Agent or so segregated and held 
in trust for the redemption of such Debenture shall (subject to any right of 
the Holder of such Debenture or any Predecessor Debenture to receive interest 
as provided in the last paragraph of Section 3.7) be paid to the Company upon 
Company Request or, if then held by the Company, shall be discharged from 
such trust.

              SECTION 11.5    DEBENTURES PAYABLE ON REDEMPTION DATE.  If 
notice of redemption has been given as provided in Section 11.3, the 
Debentures so to be redeemed shall, on the Redemption Date, become due and 
payable at the Redemption Price therein specified, including any accrued 
interest (and any Additional Interest) thereon, and from and after such date 
(unless the Company shall default in the payment of the Redemption Price or 
any accrued interest on (including any Additional Interest)) such Debentures 
shall cease to bear interest.  Upon surrender of any such Debenture for 
redemption in accordance with said notice, such Debenture shall be paid by 
the Company at the Redemption Price, including any accrued interest (and any 
Additional Interest) to the Redemption Date, PROVIDED, HOWEVER, that 
installments of interest on Debentures whose Stated Maturity is on or prior 
to the Redemption Date shall be payable to the Holders of such Debentures, or 
one of more Predecessor Debentures, registered as such at the close of 
business on the relevant Regular Record Dates or Special Record Dates, as the 
case may be, according to their terms and the provisions of Section 3.7.  In 
the event that any date on which any Redemption Price is payable is not a 
Business Day, then payment of the Redemption Price payable on such date will 
be made on the next succeeding day which is a Business Day (and without any 
interest or other payment in respect of any such delay), except that, if such 
Business Day is in the next succeeding calendar year, such payment shall be 
made on the immediately preceding Business Day, with the same force and 
effect as if made on such date.  Payment of the Redemption Price shall be 
made to the Holders of such Debentures as they appear on the Securities 
Register for the Debentures on the relevant record date, which shall be the 
date which is the fifteenth (15th) day (whether or not a Business Day) 
preceding such Redemption Date.

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

              SECTION 11.6    DEBENTURES REDEEMED IN PART.  In the event of 
any redemption in part, the Company shall not be required to (i) issue, 
register the transfer of or exchange any Debenture during a period beginning 
at 9:00 a.m. (New York City time) 15 Business Days before any selection for 
redemption of Debentures and ending at 5:00 p.m. (Chicago time) on the 
earliest date in which the relevant notice of redemption is deemed to have 
been given to all Holders of Debentures to be so redeemed and (ii) register 
the transfer of or exchange any Debentures so selected for redemption, in 
whole or in part, except for the unredeemed portion of any Debentures being 
redeemed in part.

       Any Debenture which is to be redeemed only in part shall be 
surrendered at the place of payment therefor (with, if the Company or the 
Trustee so requires, due endorsement by, or a written instrument of transfer 
in form satisfactory to the Company and the Trustee duly executed by, the 
Holder thereof or his attorney duly authorized in writing), and the Company 
shall execute, and the Trustee shall authenticate and make available for 
delivery to the Holder of such Debenture without 

                                        64
<PAGE>
 
service charge, a new Debenture or Debentures, of any authorized denomination 
as requested by such Holder, in aggregate principal amount equal to and in 
exchange for the unredeemed portion of the principal of the Debenture so 
surrendered.  Each Debenture shall be subject to partial redemption only in 
the amount of $50 or integral multiples thereof.

       The Debentures are not entitled to the benefit of any sinking or like 
fund.

              SECTION 11.7    MANDATORY REDEMPTION.  Upon (i) repayment at 
maturity or (ii) as a result of acceleration upon the occurrence and 
continuation of a Debenture Event of Default, the Company shall redeem the 
Outstanding Debentures, in whole but not in part, at a redemption price equal 
to 100% of the principal amount of such Debentures plus any accrued and 
unpaid interest, including any Additional Interest, to the date fixed for 
redemption.

              SECTION 11.8    OPTIONAL REDEMPTION. (a)  Except as set forth 
below, on and after June 30, 2001 and subject to the next succeeding 
sentence, the Company shall have the right, at any time and from time to 
time, to redeem the Debentures, in whole or in part, upon notice given as set 
forth in Section 11.3 during the twelve month periods beginning on June 30 in 
each of the following years at the indicated Redemption Price (expressed as a 
percentage of the principal amount of the Debentures being redeemed), 
together with any accrued but unpaid interest on the portion being redeemed:

<TABLE>
<CAPTION>
                        Redemption Price                     Redemption Price
       Year         (%) of principal amount)      Year   (%) of principal amount)
       ----         ------------------------     -----   ------------------------
       <S>          <C>                          <C>     <C>
       2001               104.725%                2005             102.025%
       2002               104.050%                2006             101.350%
       2003               103.375%                2007             100.675%
       2004               102.700%                2008             100.000%
</TABLE>

       The Company may not redeem the Debentures in part unless all accrued 
and unpaid interest has been paid in full on all outstanding Debentures for 
all quarterly interest periods terminating on or prior to the giving of 
notice of the Redemption Date.

              (b)    If a Tax Event shall occur and be continuing, the Company 
shall have the right, upon not less than 30 nor more than 60 days' notice, to 
redeem the Debentures in whole or in part, for cash upon the later of (i) 90 
days following the occurrence of such Tax Event or (ii) June 30, 2001,  at a 
Redemption Price equal to the principal amount of such Debentures plus any 
accrued and unpaid interest, including Additional Interest, to the date fixed 
for such redemption.

              (c)    If at any time prior to the Conversion Expiration Date, 
less than ten percent (10%) in principal amount of the Debentures originally 
issued by the Company remain outstanding, such Debentures shall be 
redeemable, at the option of the Company, exercisable at any time in whole 

                                        65
<PAGE>
 
but not in part, at a Redemption Price equal to the aggregate unpaid 
principal amount thereof, and all accrued and unpaid interest (including 
Additional Interest and Additional Sums, if any) due thereon to the date 
fixed for redemption.

              SECTION 11.9    EXCHANGE OF TRUST SECURITIES FOR DEBENTURES.

              (a)    At any time, the Company shall have the right to 
       dissolve the Trust and cause the Debentures to be distributed to the 
       holders of the Preferred Securities in dissolution of the Trust after 
       satisfaction of liabilities to creditors of the Trust as provided by 
       applicable law.

              (b)    If a Special Event in respect of the Trust shall occur 
       and be continuing, the Company shall give the Property Trustee notice 
       of the same.  If a Special Event in respect of the Trust shall occur 
       and be continuing, the Declaration requires the Property Trustee to 
       direct the Conversion Agent (as defined in the Declaration) to 
       exchange all outstanding Trust Securities for the Debentures having a 
       principal amount equal to the aggregate liquidation amount of the 
       Trust Securities to be exchanged with accrued interest in an amount 
       equal to any unpaid distributions (including any Additional Amounts) 
       on the Trust Securities PROVIDED that, in the case of a Tax Event that 
       shall have occurred and be continuing, the Company shall have the 
       right to direct the Property Trustee that less than all, or none, of 
       the Trust Securities be so exchanged (i) if and for so long as the 
       Company shall have elected to pay any Additional Sums such that the 
       amounts received by holders of the Trust Securities that remain 
       outstanding are not reduced as a result of such Tax Event, and shall 
       not have revoked any such election or failed to make such payments or 
       (ii) if the Company shall instead elect to redeem the Debentures, in 
       whole or in part, in the manner set forth in Section 11.8.

                                      ARTICLE 12
                             SUBORDINATION OF DEBENTURES

              SECTION 12.1    DEBENTURES SUBORDINATE TO SENIOR DEBT.  The 
Company covenants and agrees, and each Holder of a Debenture, by its 
acceptance thereof, likewise covenants and agrees, that, to the extent and in 
the manner hereinafter set forth in this Article, the payment of the 
principal of (and premium, if any) and interest (including any Additional 
Interest) on each and all of the Debentures are hereby expressly made junior 
and subordinate and subject in right of payment to the prior payment in full 
of all amounts then due and payable in respect of all Senior Debt (whether 
outstanding on the date hereof or hereafter created, incurred, assumed or 
guaranteed), and that the subordination is for the benefit of the holders of 
Senior Debt.  Notwithstanding the foregoing, any and all amounts payable to 
the Trustee pursuant to Section 6.7 are not subject to the provisions of 
Article 12.

              SECTION 12.2    PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. 
 Upon any payment or distribution of assets of the Company to creditors upon 
any liquidation, dissolution, winding up, reorganization, assignment for the 
benefit of creditors, marshaling of assets or any bankruptcy, insolvency, 
debt restructuring or similar proceeding in connection with any insolvency or

                                        66
<PAGE>
 
bankruptcy proceeding of the Company (each such event, if any, herein sometimes
referred to as a "PROCEEDING"), then the holders of Senior Debt shall be
entitled to receive payment in full of principal of (and premium, if any) and
interest (including interest after the commencement of any such proceeding at
the rate specified in the applicable Senior Debt), if any, on such Senior Debt,
or provision shall be made for such payment in cash or cash equivalents or
otherwise in a manner satisfactory to the holders of Senior Debt, before the
Holders of the Debentures, are entitled to receive or retain any payment or
distribution of any kind or character, whether in cash, property or Debentures
(including any payment or distribution which may be payable or deliverable by
reason of the payment of any other Debt of the Company (including the
Debentures) subordinated to the payment of the Debentures, but not including any
payments that are made from funds on deposit pursuant to Section 4.1(a)(ii)(B)
or funds on deposit for the redemption of Debentures for which notice of
Redemption has been given and the applicable Redemption Date has passed, such
payment or distribution being hereinafter referred to as a "JUNIOR SUBORDINATED
PAYMENT"), in respect of principal of (or premium, if any) or interest
(including any Additional Interest, if any) on the Debentures or on account of
the purchase or other acquisition of Debentures by the Company or any Subsidiary
and to that end the holders of Senior Debt shall be entitled to receive, for
application to the payment thereof any payment or distribution of any kind of
character, whether in cash, property or Debentures, including any Junior
Subordinated Payment, which may be payable or deliverable in respect of the
Debentures in any such Proceeding.

       In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or the Holder of any Debenture shall have received any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or Debentures, including any Junior Subordinated
Payment, before all Senior Debt is paid in full or payment thereof is provided
for in cash or cash equivalents or otherwise in a manner satisfactory to the
holders of Senior Debt, and if such fact shall, at or prior to the time of such
payment or distribution, have been made known to the Trustee or, as the case may
be, such Holder, then and in such event such payment or distribution shall be
paid over or delivered forthwith to the trustee in bankruptcy, receiver,
liquidating trustee, custodian, assignee, agent or other Person making payment
or distribution of assets of the Company for application to the payment of all
Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in
full, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

       For the purposes of this Article only, the words "any payment or
distribution of any kind or character, whether in 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 which securities are subordinated in
right of payment to all then outstanding Senior Debt to substantially the same
extent as the Debentures are so subordinated as provided in this Article.  The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person or the liquidation or dissolution of the Company following the sale of
all or substantially all of its properties and assets as an entirety to another
Person upon the terms and conditions set forth in Article 8 shall not be deemed
a Proceeding for the purposes of this Section, if the Person formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale 

                                        67
<PAGE>
 
such properties and assets as an entirety, as the case may be, shall, as
a part of such consolidation, merger, or sale comply with the conditions set
forth in Article 8.

              SECTION 12.3    PRIOR PAYMENT TO SENIOR DEBT UPON ACCELERATION 
OF DEBENTURES.  In the event that the Debentures are declared due and payable 
before their Maturity, then and in such event the holders of the Senior Debt 
outstanding at the time the Debentures so become due and payable shall be 
entitled to receive payment in full of all amounts due on or in respect of 
such Senior Debt (including any amounts due upon acceleration), or provision 
shall be made for such payment in cash or cash equivalents or otherwise in a 
manner satisfactory to the holders of Senior Debt, before the Holders of the 
Debentures are entitled to receive any payment or distribution of any kind or 
character, whether in cash, properties or securities (including any Junior 
Subordinated Payment) by the Company on account of the principal of (or 
premium, if any) or interest (including any Additional Interest) on the 
Debentures or on account of the purchase or other acquisition of Debentures 
by the Company or any Subsidiary.

       In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of the Debentures prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known, as set forth in Section 12.10, to a
Responsible Officer of the Trustee or, as the case may be, such Holder, then and
in such event such payment shall be paid over and delivered forthwith to the
Company.

       The provisions of this Section shall not apply to any payment with
respect to which Section 12.2 would be applicable.

              SECTION 12.4    NO PAYMENT WHEN SENIOR DEBT IN DEFAULT.

              (a)    In the event and during the continuation of any default 
       in the payment of principal of (or premium, if any) or interest on any 
       Senior Debt, or in the event that any event of default with respect to 
       any Senior Debt shall have occurred and be continuing and shall have 
       resulted in such Senior Debt becoming or being declared due and 
       payable prior to the date on which it would otherwise have become due 
       and payable, unless and until such event of default shall have been 
       cured or waived or  shall have ceased to exist and such acceleration 
       shall have been rescinded or annulled, or (b) in the event any 
       judicial proceeding shall be pending with respect to any such default 
       in payment or such event or default, then no payment or distribution 
       of any kind or character, whether in cash, properties or Debentures 
       (including any Junior Subordinated Payment) shall be made by the 
       Company on account of principal of (or premium, if any) or interest 
       (including any Additional Interest), if any, on the Debentures or on 
       account of the purchase or other acquisition of Debentures by the 
       Company or any Subsidiary other than payments made from funds on 
       deposit pursuant to Section 4.1(a)(ii)(B) or from funds on deposit for 
       the redemption of Debentures for which notice of redemption has been 
       given and the Redemption Date has passed.

       In the event that, notwithstanding the foregoing, the Company shall make
any payment to the Trustee or the Holder of the Debentures prohibited by the
foregoing provisions of this Section, and if such fact shall, at or prior to the
time of such payment, have been made known as set forth in 

                                        68
<PAGE>
 
Section 12.10, to a Responsible Officer of the Trustee or, as the case may 
be, such Holder, then and in such event such payment shall be paid over and 
delivered forthwith to the Company.

       The provisions of this Section shall not apply to any payment with
respect to which Section 12.2 would be applicable.

              SECTION 12.5    PAYMENT PERMITTED IF NO DEFAULT.  Nothing 
contained in this Article or elsewhere in this Subordinated Indenture or in 
any of the Debentures shall prevent (a) the Company, at any time except 
during the pendency of any Proceeding referred to in Section 12.2 or under 
the conditions described in Sections 12.3 and 12.4, from making payments at 
any time of principal of (or premium, if any) or interest on the Debentures, 
or (b) the application by the Trustee of any money deposited with it 
hereunder to the payment of or on account of the principal of (or premium, if 
any) or interest (including any Additional Interest) on the Debentures or the 
retention of such payment by the Holders, if, at the time of such application 
by the Trustee, a Responsible Officer of the Trustee did not have actual 
knowledge that such payment would have been prohibited by the provisions of 
this Article.

              SECTION 12.6    SUBROGATION TO RIGHTS OF HOLDERS OF SENIOR 
DEBT.  Subject to the payment in full of all Senior Debt, or the provision 
for such payment in cash or cash equivalents or otherwise in a manner 
satisfactory to the holders of Senior Debt, the Holders of the Debentures 
shall be subrogated to the extent of the payments or distributions made to 
the holders of such Senior Debt pursuant to the provisions of this Article 
(equally and ratably with the holders of all indebtedness of the Company 
which by its express terms is subordinated to Senior Debt of the Company to 
substantially the same extent as the Debentures are subordinated to the 
Senior Debt and is entitled to like rights of subrogation by reason of any 
payments or distributions made to holders of such Senior Debt) to the rights 
of the holders of such Senior Debt to receive payments and distributions of 
cash, property and securities applicable to the Senior Debt until the 
principal of (and premium, if any) and interest on the Debentures shall be 
paid in full.  For purposes of such subrogation, no payments or distributions 
to the holders of the Senior Debt of any cash, property or securities to 
which the Holders of the Debentures or the Trustee would be entitled except 
for the provisions of this Article, and no payments pursuant to the 
provisions of this Article to the holders of Senior Debt by Holders of the 
Debentures or the Trustee, shall, as among the Company, its creditors other 
than holders of Senior Debt, and the Holders of the Debentures, be deemed to 
be a payment or distribution by the Company to or on account of the Senior 
Debt.

              SECTION 12.7    PROVISIONS SOLELY TO DEFINE RELATIVE RIGHTS.  
The provisions of this Article are and are intended solely for the purpose of 
defining the relative rights of the Holders of the Debentures on the one hand 
and the holders of Senior Debt on the other hand.  Nothing contained in this 
Article or elsewhere in this Subordinated Indenture or in the Debentures is 
intended to or shall (a) impair, as between the Company and the Holders of 
the Debentures, the obligations of the Company, which are absolute and 
unconditional, to pay to the Holders of the Debentures the principal of (and 
premium, if any) and interest (including any Additional Interest) on the 
Debentures as and when the same shall become due and payable in accordance 
with their terms, or (b) affect the relative rights against the Company of 
the Holders of the Debentures and creditors of the Company other than their 
rights in relation to the holders of Senior Debt, or (c) prevent the Trustee 
or the

                                        69
<PAGE>
 
Holder of any Debenture from exercising all remedies otherwise permitted by
applicable law upon default under this Subordinated Indenture including, without
limitation, filing and voting claims in any Proceeding, subject to the rights,
if any, under this Article of the holders of Senior Debt to receive cash,
property and securities otherwise payable or deliverable to the Trustee or such
Holder.

              SECTION 12.8    TRUSTEE TO EFFECTUATE SUBORDINATION.  Each 
Holder of a Debenture by his or her acceptance thereof authorizes and directs 
the Trustee on his or her behalf to take such action as may be necessary or 
appropriate to acknowledge or effectuate the subordination provided in this 
Article and appoints the Trustee his or her attorney-in-fact for any and all 
such purposes.

              SECTION 12.9    NO WAIVER OF SUBORDINATION PROVISIONS.  No 
right of any present or future holder of any Senior Debt to enforce 
subordination as herein provided shall at any time in any way be prejudiced 
or impaired by any act or failure to act on the part of the Company or by any 
act or failure to act, in good faith, by any such holder, or by any 
noncompliance by the Company with the terms, provisions and covenants of this 
Subordinated Indenture, regardless of any knowledge thereof that any such 
holder may have or be otherwise charged with.

              SECTION 12.10   NOTICE TO TRUSTEE.  The Company shall give 
prompt written notice to the Trustee of any fact known to the Company which 
would prohibit the making of any payment to or by the Trustee in respect of 
the Debentures. Notwithstanding the provisions of this Article or any other 
provision of this Subordinated Indenture, the Trustee shall not be charged 
with knowledge of the existence of any facts which would prohibit the making 
of any payment to or by the Trustee in respect of the Debentures, unless and 
until the Trustee shall have received written notice thereof from the Company 
or a person representing itself as a holder of Senior Debt or from any 
trustee, agent or representative therefor (whether or not the facts contained 
in such notice are true).

              SECTION 12.11   RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF 
LIQUIDATING AGENT.  Upon any payment or distribution of assets of the Company 
referred to in this Article, the Trustee, subject to the provisions of 
Article 6, and the Holders of the Debentures shall be entitled to 
conclusively rely upon any order or decree entered by any court of competent 
jurisdiction in which a Proceeding is pending, or a certificate of the 
trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for 
the benefit of creditors, agent or other Person making such payment or 
distribution, delivered to the Trustee or to the Holders of Debentures, for 
the purpose of ascertaining the Persons entitled to participate in such 
payment or distribution, the holders of the Senior Debt and other 
indebtedness of the Company, the amount thereof or payable thereon, the 
amount or amounts paid or distributed thereon and all other facts pertinent 
thereto or to this Article.

              SECTION 12.12   TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR 
DEBT.  With respect to the holders of the Senior Debt of the Company, the 
Trustee undertakes to perform or observe only such of its obligations and 
covenants as are set forth in this Article 12, and no implied covenants or 
obligations with respect to the holders of such Senior Debt shall be read 
into this Subordinated Indenture against First Chicago and/or the Trustee.  
First Chicago and/or the Trustee shall not be deemed to owe any fiduciary 
duty to the holders of such Senior Debt and, subject to the provisions of 
Section 6.3, neither the Trustee (nor First Chicago) shall be liable to the 
holder of any Senior Debt 

                                        70
<PAGE>

if it shall pay over or deliver to Holders, the Company, or any other person, 
money or assets to which any holder of such Senior Debt shall be entitled to 
by virtue of this Article 12 or otherwise.

              SECTION 12.13   RIGHTS OF TRUSTEE AS HOLDER OF SENIOR DEBT; 
PRESERVATION OF TRUSTEE'S RIGHTS.  The Trustee in its individual capacity 
shall be entitled to all the rights set forth in this Article with respect to 
any Senior Debt which may at any time be held by it, to the same extent as 
any other holder of Senior Debt, and, subject to the requirements of the 
Trust Indenture Act, nothing in this Subordinated Indenture shall deprive the 
Trustee of any of its rights as such holder.

              SECTION 12.14   ARTICLE APPLICABLE TO PAYING AGENTS.  In case 
at any time any Paying Agent other than the Trustee shall have been appointed 
by the Company and be then acting hereunder, the term "TRUSTEE" as used in 
this Article shall in such case (unless the context otherwise requires) be 
construed as extending to and including such Paying Agent within its meaning 
as fully for all intent and purposes as if such Paying Agent were named in 
this Article in addition to or in place of the Trustee.

              SECTION 12.15   CERTAIN CONVERSIONS OR EXCHANGES DEEMED 
PAYMENT.  For the purpose of this Article only, (a) the issuance and delivery 
of junior securities upon conversion or exchange of Debentures shall not be 
deemed to constitute a payment or distribution on account of the principal of 
(or premium, if any) or interest (including any Additional Interest) on the 
Debentures or on account of the purchase or other acquisition of Debentures, 
and (b) the payment, issuance or delivery of cash (including any payments for 
fractional shares), property or securities (other than junior securities) 
upon conversion or exchange of a Debenture shall be deemed to constitute 
payment on account of the principal of such security.  For the purpose of 
this Section, the term "JUNIOR SECURITIES" means (i) shares of any stock of 
any class of the Company and (ii) securities of the Company which are 
subordinated in right of payment to all Senior Debt which may be outstanding 
at the time of issuance or delivery of such securities to substantially the 
same extent as, or to a greater extent than, the Debentures are so 
subordinated as provided in this Article.

                                      ARTICLE 13
                               CONVERSION OF DEBENTURES

              SECTION 13.1    CONVERSION RIGHTS.  Subject to and upon 
compliance with the provisions of this Article, the Debentures are 
convertible, at the option of the Holder, at any time after 90 days following 
the original issue date thereof and prior to the redemption or maturity, into 
fully paid and nonassessable shares of Common Stock at an initial conversion 
rate of 0.8140 shares of Common Stock for each $50 in aggregate principal 
amount of Debentures (equal to a conversion price of approximately $61.425 
per share of Common Stock), subject to adjustment as described in this 
Article 13 (as adjusted, the "CONVERSION PRICE").  A Holder of Debentures may 
convert any portion of the principal amount of the Debentures into that 
number of fully paid and nonassessable shares of Common Stock (calculated as 
to each conversion to the nearest 1/100th of a share) obtained by dividing 
the principal amount of the Debentures to be converted by the Conversion 
Price.  In case a Debenture or portion thereof is called for redemption, such 
conversion right in respect of the

 
                                      71
<PAGE>

Debenture or portion so called shall expire at the close of business on the 
Redemption Date, unless the Company defaults in making the payment due upon 
redemption.

              SECTION 13.2    CONVERSION PROCEDURES.

              (a)    In order to convert all or a portion of the Debentures, the
       Holder thereof shall deliver to the Property Trustee, as conversion agent
       or to such other agent appointed for such purposes (the "CONVERSION
       AGENT") an irrevocable Notice of Conversion setting forth the principal
       amount of Debentures to be converted, together with the name or names, if
       other than the Holder, in which the shares of Common Stock should be
       issued upon conversion and, if such Debentures are definitive Debentures,
       surrender to the Conversion Agent the Debentures to be converted, duly
       endorsed or assigned to the Company or in blank.  In addition, a holder
       of Preferred Securities may exercise its right under the Declaration to
       convert such Preferred Securities into Common Stock by delivering to the
       Conversion Agent an irrevocable Notice of Conversion setting forth the
       information called for by the preceding sentence and directing the
       Conversion Agent (i) to exchange such Preferred Security for a portion of
       the Debentures held by the Trust (at an exchange rate of $50 principal
       amount of Debentures for each Preferred Security) and (ii) to immediately
       convert such Debentures, on behalf of such holder, into Common Stock
       pursuant to this Article 13 and, if such Preferred Securities are in
       definitive form, surrendering such Preferred Securities, duly endorsed or
       assigned to the Company or in blank.  So long as any Preferred Securities
       are outstanding, the Trust shall not convert any Debentures except
       pursuant to a Notice of Conversion delivered to the Conversion Agent by a
       holder of Preferred Securities.

              If a Notice of Conversion is delivered on or after the Regular
       Record Date and prior to the subsequent Interest Payment Date, the Holder
       of record on the Regular Record Date will be entitled to receive the
       interest paid on the subsequent Interest Payment Date on the portion of
       Debentures to be converted notwithstanding the conversion thereof prior
       to such Interest Payment Date.  Except as otherwise provided in the
       immediately preceding sentence, in the case of any Debenture which is
       converted, interest whose Stated Maturity is on or after the date of
       conversion of such Debenture shall not be payable, and the Company shall
       not make nor be required to make any other payment, adjustment or
       allowance with respect to accrued but unpaid interest on the Debentures
       being converted, which shall be deemed to be paid in full.  Debentures
       submitted for conversion prior to the expiration of conversion rights as
       provided in Section 13.3 shall be deemed to have been effected
       immediately prior to the close of business on the day on which the Notice
       of Conversion was received (the "CONVERSION DATE") by the Conversion
       Agent from the Holder or from a holder of the Preferred Securities
       effecting a conversion thereof pursuant to its conversion rights under
       the Declaration, as the case may be.  The Person or Persons entitled to
       receive Common Stock issuable upon such conversion shall be treated for
       all purposes as the record holder or holders of such Common Stock as of
       the Conversion Date and such Person or Persons will cease to be a record
       Holder or record Holders of the Debentures on that date.  As promptly as
       practicable on or after the Conversion Date, the Company shall issue and
       deliver at the office of the Conversion Agent, unless otherwise directed
       by the Holder or holder in the Notice of Conversion, a certificate or
       certificates for the number of full shares of Common


                                      72
<PAGE>

       Stock issuable upon such conversion, together with the cash payment, 
       if any, in lieu of any fraction of any share to the Person or Persons 
       entitled to receive the same.  The Conversion Agent shall deliver such 
       certificate or certificates to such Person or Persons.

              (b)    The Company's delivery upon conversion of the fixed 
       number of shares of Common Stock into which the Debentures are 
       convertible (together with the cash payment, if any, in lieu of 
       fractional shares) shall be deemed to satisfy the Company's obligation 
       to pay the principal amount at Maturity of the portion of Debentures 
       so converted and any unpaid interest (including Additional Interest) 
       accrued on such Debentures at the time of such conversion.

              (c)    No fractional shares of Common Stock will be issued as a
       result of conversion, but in lieu thereof, the Company shall pay to the
       Conversion Agent a cash adjustment in an amount equal to the same
       fraction of the Current Market Price with respect to such fractional
       interest on the date on which the Debentures or Preferred Securities, as
       the case may be, were duly surrendered to the Conversion Agent for
       conversion, and the Conversion Agent in turn will make such payment, if
       any, to the Holder of the Securities or the holder of the Preferred
       Securities so converted.

              (d)    In the event of the conversion of any Debenture in part 
       only, a new Debenture or Debentures for the unconverted portion 
       thereof will be issued in the name of the Holder thereof upon the 
       cancellation of the Debenture converted in part in accordance with 
       Section 3.5.

              (e)    In effecting the conversion transactions described in 
       this Section, the Conversion Agent is acting as agent of the holders 
       of Preferred Securities (in the exchange of Preferred Securities for 
       Debentures) and as agent of the Holders of Debentures (in the 
       conversion of Debentures into Common Stock), as the case may be, 
       directing it to effect such conversion transactions.  The Conversion 
       Agent is hereby authorized (i) to exchange Debentures held by the 
       Trust from time to time for Preferred Securities in connection with 
       the conversion of such Preferred Securities in accordance with this 
       Article 13 and (ii) to convert all or a portion of the Debentures into 
       Common Stock and thereupon to deliver such shares of Common Stock in 
       accordance with the provisions of this Article 13 and to deliver to 
       the Trust a new Debenture or Debentures for any resulting unconverted 
       principal amount.

              (f)    Except as provided in Section 2.6, all shares of Common 
       Stock delivered upon any conversion of Debentures shall bear a legend 
       substantially in the form of the legend set forth in Exhibit C to the 
       Declaration.  Neither the Trustee nor the Conversion Agent shall have 
       any responsibility for the inclusion or content of any such legend on 
       such Common Stock.

              (g)    The Company shall at all times reserve and keep 
       available out of its authorized and unissued Common Stock, solely for 
       issuance upon the conversion of the Debentures, such number of shares 
       of Common Stock as shall from time to time be issuable upon the 
       conversion of all the Debentures then outstanding.  Notwithstanding 
       the foregoing, the

                                      73
<PAGE>

       Company shall be entitled to deliver upon conversion of Debentures 
       shares of Common Stock reacquired and held in the treasury of the 
       Company (in lieu of the issuance of authorized and unissued shares of 
       Common Stock) so long as any such treasury shares are free and clear 
       of all liens, charges, security interests or encumbrances.  Whenever 
       the Company issues shares of Common Stock upon conversion of 
       Debentures, and the Company has in effect at such time a stock 
       purchase rights agreement under which holders of Common Stock are 
       issued rights ("RIGHTS") entitling the holders under certain 
       circumstances to purchase an additional share or shares of stock, the 
       Company will issue, together with each such share of Common Stock, 
       such number of Rights (which number may be a fraction)  as shall at 
       that time be issuable with a share of Common Stock pursuant to such 
       stock purchase rights agreement.  Any shares of Common Stock issued 
       upon conversion of the Debentures shall be duly authorized, validly 
       issued and fully paid and nonassessable.  The Conversion Agent shall 
       deliver the shares of Common Stock received upon conversion of the 
       Debentures to the converting Holder free and clear of all liens, 
       charges, security interests and encumbrances, except for United States 
       withholding taxes.  The Company shall use its best efforts to obtain 
       and keep in force such governmental or regulatory permits or other 
       authorizations as may be required by law, and shall comply with all 
       applicable requirements as to registration or qualification of Common 
       Stock (and all requirements to list Common Stock issuable upon 
       conversion of Debentures that are at the time applicable), in order to 
       enable the Company to lawfully issue Common Stock upon conversion of 
       the Debentures and to lawfully deliver Common Stock to each Holder 
       upon conversion of the Debentures.

              (h)    The Company will pay any and all taxes that may be 
       payable in respect of the issue or delivery of shares of Common Stock 
       on conversion of Debentures.  The Company shall not, however, be 
       required to pay any tax which may be payable in respect of any 
       transfer involved in the issue and delivery of shares of Common Stock 
       in a name other than that in which the Debentures so converted were 
       registered, and no such issue or delivery shall be made unless and 
       until the Person requesting such issue has paid to the Conversion 
       Agent the amount of any such tax, or has established to the 
       satisfaction of the Conversion Agent that such tax has been paid.

              (i)    Nothing in this Article 13 shall limit the requirement 
       of the Company to withhold taxes pursuant to the terms of the 
       Debentures or as set forth in this Agreement or otherwise require the 
       Trustee or the Company to pay any amounts on account of such 
       withholdings.

              SECTION 13.3    EXPIRATION OF CONVERSION RIGHTS.  The 
conversion rights of Holders of Debentures shall expire (the "Conversion 
Expiration Date") at the earlier of (i) the cancellation of the Debentures or 
(ii) the close of business on the date prior to the date set for redemption 
of the Debentures or Stated Maturity of the Debentures.

              SECTION 13.4    CONVERSION PRICE ADJUSTMENTS.  The conversion 
price shall be subject to adjustment (without duplication) from time to time 
as follows:

              (a)   In case the Company shall, while any of the Debentures are
       outstanding, (i) pay a dividend or make a distribution with respect to
       its Common Stock in shares of Common


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<PAGE>

       Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) 
       combine its outstanding shares of Common Stock into a smaller number 
       of shares or (iv) reclassify its shares of Common Stock into shares of 
       Common Stock and securities other than shares of Common Stock not 
       constituting a Fundamental Change, then the Conversion Price and the 
       number and kind of shares of Common Stock and such other securities 
       receivable upon a conversion of Debentures in effect immediately prior 
       to such action shall be adjusted so that the Holder of any Debentures 
       thereafter surrendered for conversion shall be entitled to receive the 
       number of shares of Common Stock and such other securities of the 
       Company which such Holder would have owned immediately prior thereto 
       if such Debenture had been converted immediately prior thereto.  An 
       adjustment made pursuant to this subsection (a) shall become effective 
       immediately after the record date in the case of a dividend or other 
       distribution and shall become effective immediately after the 
       effective date in case of a subdivision, combination or 
       reclassification (or immediately after the record date if a record 
       date shall have been established for such event).  If, as a result of 
       an adjustment made pursuant to this subsection (a), the Holder of any 
       Debenture thereafter surrendered for conversion shall become entitled 
       to receive shares of two or more classes or series of Capital Stock of 
       the Company, the Board of Directors, whose determination shall be 
       conclusive and shall be described in a Board Resolution shall 
       determine the allocation of the adjusted Conversion Price between or 
       among shares of such classes or series of Capital Stock.  In the event 
       that such dividend, distribution, subdivision, combination or 
       reclassification is not so paid or made, the Conversion Price shall 
       again be adjusted to be the Conversion Price which would then be in 
       effect if such record date had not been fixed.

              (b)    In case the Company shall, while any of the Debentures are
       Outstanding, issue rights or warrants to all holders of its Common Stock
       entitling them (for a period expiring within 45 days after the record
       date mentioned below) to subscribe for or purchase shares of Common Stock
       at a price per share less than the Current Market Price per share of
       Common Stock on the record date mentioned below, the Conversion Price for
       the Debentures shall be adjusted so that the same shall equal the price
       determined by multiplying the Conversion Price in effect immediately
       prior to the date of issuance of such rights or warrants by a fraction of
       which the numerator shall be the number of shares of Common Stock
       outstanding at the close of business on the record date mentioned below,
       plus the number of shares which the aggregate offering price of the total
       number of shares so offered for subscription or purchase would purchase
       at such Current Market Price, and of which the denominator shall be the
       number of shares of Common Stock outstanding at the close of business on
       the record date mentioned below, plus the number of additional shares of
       Common Stock offered for subscription or purchase.  Such adjustment shall
       become effective immediately after the record date for the determination
       of stockholders entitled to receive such rights or warrants.  For the
       purposes of this subsection, the number of shares of Common Stock at any
       time outstanding shall not include shares held in the treasury of the
       Company. In case any rights or warrants referred to in this subsection in
       respect of which an adjustment shall have been made shall expire
       unexercised, within 45 days after the same shall have been distributed or
       issued by the Company, the Conversion Price shall be readjusted at the
       time of such expiration to the Conversion Price that would have been in


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       effect if no adjustment had been made on account of the distribution or
       issuance of such expired rights or warrants.

              (c)    Subject to the last sentence of this subsection (c), in 
       case the Company shall, by dividend or otherwise, distribute to all 
       holders of its Common Stock evidences of its indebtedness, shares of 
       any class or series of Capital Stock, cash or assets (including 
       securities, but excluding any rights or warrants referred to in 
       subsection (b), any dividend or distribution paid exclusively in cash 
       and any dividend or distribution referred to in Section 13.4(a)), the 
       Conversion Price shall be reduced so that the same shall equal the 
       price determined by multiplying the Conversion Price in effect 
       immediately prior to the close of business on the date fixed for the 
       determination of stockholders entitled to such distribution (the 
       "REFERENCE DATE") by a fraction of which the numerator shall be the 
       Current Market Price per share of the Common Stock on the Reference 
       Date less the fair market value (as determined in good faith by the 
       Board of Directors, whose determination shall be conclusive and 
       described in a Board Resolution), on the Reference Date, of the 
       portion of the evidences of indebtedness, shares of Capital Stock, 
       cash and assets so distributed applicable to one share of Common Stock 
       and the denominator shall be such Current Market Price per share of 
       the Common Stock, such reduction to become effective immediately prior 
       to the opening of business on the day following the Reference Date.  
       In the event that such dividend or distribution is not so paid or 
       made, the Conversion Price shall again be adjusted to be the 
       Conversion Price which would then be in effect if such dividend or 
       distribution had not occurred.  For purposes of this subsection (c), 
       any dividend or distribution that includes shares of Common Stock or 
       rights or warrants to subscribe for or purchase shares of Common Stock 
       shall be deemed instead to be (i) a dividend or distribution of the 
       evidences of indebtedness, shares of Capital Stock, cash or assets 
       other than such shares of Common Stock or such rights or warrants 
       (making any Conversion Price reduction required by this subparagraph 
       (c)) immediately followed by (ii) a dividend or distribution of such 
       shares of Common Stock or such rights or warrants (making any further 
       Conversion Price reduction required by subsection (a) or (b)), except 
       any shares of Common Stock included in such dividend or distribution 
       shall not be deemed outstanding for purposes of computing any 
       adjustment of the Conversion Price in subsection (a).

              (d)    In case the Company shall pay or make a dividend or other
       distribution on its Common Stock exclusively in cash (excluding all (i)
       regular quarterly cash dividends that do not exceed the per share amount
       of the immediately preceding regular quarterly cash dividend (as adjusted
       to reflect any of the events referred to in Sections 13.4(a), 13.4(b) or
       13.4(c)) and (ii) regular quarterly cash dividends if the annualized
       amount thereof per share of Common Stock does not exceed 12.5% of the
       Current Market Price per share of the Common Stock on the Trading Day
       immediately preceding the date of declaration of such dividend), the
       Conversion Price shall be reduced so that the same shall equal the price
       determined by multiplying the Conversion Price in effect immediately
       prior to the effectiveness of the Conversion Price reduction contemplated
       by this subsection (d) by a fraction, of which the numerator shall be the
       Current Market Price per share of the Common Stock on the date fixed for
       the payment of such distribution less the amount of cash so distributed
       (excluding that portion of such distribution that does not exceed 12.5%
       of the


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<PAGE>

       Current Market Price per share, determined as provided above) 
       applicable to one share of Common Stock and of which the denominator 
       shall be such Current Market Price per share of the Common Stock, such 
       reduction to become effective immediately prior to the opening of 
       business on the day following the date fixed for the payment of such 
       distribution; provided, however, that in the event the portion of the 
       cash so distributed applicable to one share of Common Stock is equal 
       to or greater than the Current Market Price per share of the Common 
       Stock on the record date mentioned above (excluding that portion of 
       such distribution that does not exceed 12.5% of the Current Market 
       Price per share, determined as provided above), in lieu of the 
       foregoing adjustment adequate provision shall be made so that each 
       Holder of Debentures shall have the right to receive upon conversion 
       the amount of cash such Holder would have received had such Holder 
       converted such Debenture(s) immediately prior to the record date for 
       the distribution of the cash (less that portion of such distribution 
       that does not exceed 12.5% of the Current Market Price per share, 
       determined as provided above).  In the event that such dividend or 
       distribution is not so paid or made, the Conversion Price shall again 
       be adjusted to be the Conversion Price which would then be in effect 
       if such record date had not been fixed.

              (e)    In case a tender or exchange offer (other than an odd-lot
       offer) made by the Company or any Subsidiary of the Company for all or
       any portion of the Common Stock shall expire and such tender or exchange
       offer shall involve the payment by the Company or such Subsidiary of
       consideration per share of Common Stock having a fair market value (as
       determined in good faith by the Board of Directors, whose determination
       shall be conclusive and described in a Board Resolution) at the last time
       (the "Expiration Time") tenders or exchanges may be made pursuant to such
       tender or exchange offer as it shall have been amended) that exceeds 110%
       of the Current Market Price per share of the Common Stock on the Trading
       Day next succeeding the Expiration Time, the Conversion Price shall be
       reduced so that the same shall equal the price determined by multiplying
       the Conversion Price in effect immediately prior to the effectiveness of
       the Conversion Price reduction contemplated by this subsection (e) by a
       fraction, of which the numerator shall be the number of shares of Common
       Stock outstanding (including any shares tendered or exchanged in such
       offer) at the Expiration Time (including the Purchased Shares, as defined
       below) multiplied by the Current Market Price per share of the Common
       Stock on the Trading Day next succeeding the Expiration Time and of which
       the denominator shall be the sum of (x) the fair market value (determined
       as aforesaid) of the aggregate consideration payable to stockholders
       based on the acceptance (up to any maximum specified in the terms of the
       tender or exchange offer) of all shares validly tendered or exchanged and
       not withdrawn as of the Expiration Time (the shares deemed so accepted,
       up to any such maximum, being referred to as the "Purchased Shares")
       (excluding that portion of such consideration that does not exceed 110%
       of the Current Market Price per share of the Common Stock on the Trading
       Day next succeeding the Expiration Time) and (y) the product of the
       number of shares of Common Stock outstanding (less any Purchased Shares)
       at the Expiration Time and the Current Market Price per share of the
       Common Stock on the Trading Day next succeeding the Expiration Time, such
       reduction to become effective immediately prior to the opening of
       business on the day following the Expiration Time.  In the event that no
       shares are validly accepted in such tender or exchange offer, the


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<PAGE>

       Conversion Price shall again be adjusted to be the Conversion Price which
       would then be in effect if such record date had not been fixed.

              (f)    The Company shall have the right to reduce from time to 
       time the Conversion Price by any amount selected by the Company (and 
       determined by the Company's Board to be in its best interest) for any 
       period of at least 20 days, PROVIDED, that Company shall give at least 
       15 days' written notice of such reduction to the Trustee and the 
       Property Trustee.  The Company may, at its option, make such 
       reductions in the Conversion Price, in addition to those set forth 
       above in Section 13.4(a), as the Board of Directors deems advisable to 
       avoid or diminish any income tax to holders of Common Stock resulting 
       from any dividend or distribution of stock (or rights to acquire 
       stock) or from any event treated as such for United States Federal 
       income tax purposes.

              (g)    Notwithstanding anything to the contrary in this Section 
       13.4, no adjustment of the Conversion Price will be made upon the 
       issuance of any shares of Common Stock (or securities convertible or 
       exchangeable for Common Stock), except as specifically provided above, 
       including pursuant to any present or future plan providing for the 
       reinvestment of dividends or interest payable on securities of the 
       Company and the investment of additional optional amounts in shares of 
       Common Stock under any such plan, or the issuance of any shares of 
       Common Stock or options or rights to purchase such shares pursuant to 
       any present or future employee benefit plan or program of the Company 
       or pursuant to any option, warrant, right, or exercisable, 
       exchangeable or convertible security which does not constitute an 
       issuance to all holders of Common Stock or class thereof of rights or 
       warrants entitling holders of such rights or warrants to subscribe for 
       or purchase Common Stock at less than the Current Market Price.  
       Further, such issuances shall not be deemed to constitute an issuance 
       of Common Stock or exercisable, exchangeable or convertible securities 
       by the Company to which any of the adjustment provisions described 
       above applies.  There shall also be no adjustment of the Conversion 
       Price in case of the issuance of any stock (or securities convertible 
       into or exchangeable for stock) of the Company except as specifically 
       described in this Article 13.  No adjustment in the Conversion Price 
       will be required unless such adjustment would require an increase or 
       decrease of at least 1% of the Conversion Price, but any adjustment 
       that would otherwise be required to be made shall be carried forward 
       and taken into account in a subsequent adjustment.

              (h)    If any action would require adjustment of the Conversion 
       Price pursuant to more than one of the provisions described above, 
       only one adjustment shall be made and such adjustment shall be the 
       amount of adjustment that has the highest absolute value to the Holder 
       of the Debentures.

              SECTION 13.5    FUNDAMENTAL CHANGE.

              (a)    In the event that the Company is a party to any transaction
       (including, without limitation, a merger other than a merger that does
       not result in a reclassification, conversion, exchange or cancellation of
       Common Stock), consolidation, continuance, sale of all or substantially
       all of the assets of the Company, recapitalization, holding company


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       reorganization (whether pursuant to Section 251(g) of the Delaware
       General Corporation Law or otherwise) or reclassification of Common Stock
       (other than a change in par value, or from par value to no par value, or
       from no par value to par value or as a result of a subdivision or
       combination of Common Stock) or any compulsory share exchange (each of
       the foregoing being referred to as a "TRANSACTION"), in each case, as a
       result of which shares of Common Stock shall be converted into the right
       to receive, or shall be exchanged for, (i) in the case of any Transaction
       other than a Transaction involving a Stock Fundamental Change (and
       subject to funds being legally available for such purpose under
       applicable law at the time of such conversion), securities, cash or other
       property, each Debenture shall thereafter be convertible into the kind
       and, in the case of a Transaction which does not involve a Fundamental
       Change, amount of securities, cash and other property receivable upon the
       consummation of such Transaction by a holder of that number of shares of
       Common Stock into which a Debenture was convertible immediately prior to
       such Transaction, or (ii) in the case of a Transaction involving a Stock
       Fundamental Change (and subject to funds being legally available for such
       purpose under applicable law at the time of such conversion), securities,
       cash or other property, each Debenture shall thereafter be convertible
       (in the manner described herein) into Common Stock of the kind received
       by holders of Common Stock (but in each case after giving effect to any
       adjustment discussed in subsections (b) and (c) relating to a Fundamental
       Change if such Transaction constitutes a Fundamental Change).  The
       Holders of Debentures will have no voting rights with respect to any
       Transaction described in this section.

              (b)    If any Fundamental Change occurs, then the Conversion 
       Price in effect will be adjusted immediately after such Fundamental 
       Change as described in paragraph (c) below.  In addition, in the event 
       of a Stock Fundamental Change, each Debenture shall be convertible 
       solely into common stock of the kind received by holders of Common 
       Stock as a result of such Stock Fundamental Change.

              (c)    The Conversion Price in the case of any Transaction 
       involving a Fundamental Change will be adjusted immediately after such 
       Fundamental Change:

                     (i)   in the case of a Non-Stock Fundamental Change, the
              Conversion Price immediately following such Non-Stock Fundamental
              Change will be the lower of (A) the Conversion Price in effect
              immediately prior to such Non-Stock Fundamental Change (after
              giving effect to any other prior adjustments), and (B) the result
              obtained by multiplying the greater of the Applicable Price and
              the then applicable Reference Market Price by a fraction of which
              the numerator will be 100 and of which the denominator will be an
              amount based upon the date such Non-Stock Fundamental Change
              occurs.  For the 12-month period beginning June 30, 1998 (and
              during the period from June 9, 1998 to June 30, 1998), the
              denominator used in the immediately preceding sentence will be
              106.75%, and such denominator will decrease by 0.675% during each
              successive 12-month period, provided that in no event shall the
              denominator be less than 100%; and


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<PAGE>

                     (ii)  in the case of a Stock Fundamental Change, the
              Conversion Price immediately following such Stock Fundamental
              Change will be the Conversion Price in effect immediately prior to
              such Stock Fundamental Change (after giving effect to any other
              prior adjustments) as adjusted by multiplying such Conversion
              Price by a fraction, of which the numerator will be the Purchaser
              Stock Price and of which the denominator will be the Applicable
              Price; provided, however, that in the event of a holding company
              reorganization of the Company (whether effected in accordance with
              Section 251(g) of the Delaware General Corporation Law or
              otherwise) or in the event of a Stock Fundamental Change in which
              (A) 100% of the value of the consideration received by a holder of
              Common Stock is Common Stock of the successor, acquiror or other
              third party (and cash, if any, is paid only with respect to any
              fractional interests in such Common Stock resulting from such
              Stock Fundamental Change) and (B) all of the Common Stock will
              have been exchanged for, converted into, or acquired for Common
              Stock (and cash with respect to fractional interests) of the
              successor, acquiror, or other third party, the Conversion Price
              immediately following such Stock Fundamental Change will be the
              Conversion Price in effect immediately prior to such Stock
              Fundamental Change as adjusted by multiplying such Conversion
              Price by a fraction, of which the numerator will be one and the
              denominator will be the number of shares of Common Stock of the
              holding company, successor, acquiror or other third party received
              by a holder of one share of Common Stock as a result of such Stock
              Fundamental Change.

              SECTION 13.6    NOTICE OF ADJUSTMENTS OF CONVERSION PRICE.  
Whenever the Conversion Price is adjusted as herein provided:

              (a)    the Company shall compute the adjusted conversion price and
       shall prepare a certificate signed by the Chief Financial Officer or the
       Treasurer of the Company setting forth the adjusted conversion price and
       showing in reasonable detail the facts upon which such adjustment is
       based, and such certificate shall forthwith be filed with the Trustee,
       the Conversion Agent and the transfer agent for the Preferred Securities
       and the Debentures; and

              (b)    a notice stating the Conversion Price has been adjusted and
       setting forth the adjusted Conversion Price shall as soon as practicable
       be mailed by the Company to all record holders of Preferred Securities
       and the Debentures at their last addresses as they appear upon the stock
       transfer books of the Company and the Trust and the Securities Registrar.

              SECTION 13.7    PRIOR NOTICE OF CERTAIN EVENTS.  In case:

              (a)    the Company shall (i) declare any dividend (or any other
       distribution) on its Common Stock, other than (A) a dividend payable in
       shares of Common Stock or (B) a dividend payable in cash that would not
       require an adjustment pursuant to Section 13.4(c) or (d) or (ii)
       authorize a tender or exchange offer that would require an adjustment
       pursuant to Section 13.4(e);


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<PAGE>

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

              (c)    of any reclassification of Common Stock (other than a
       subdivision or combination of the outstanding Common Stock, or a change
       in par value, or from par value to no par value, or from no par value to
       par value), or of any consolidation or merger to which the Company is a
       party and for which approval of stockholders of the Company shall be
       required, or of the sale or transfer of all or substantially all of the
       assets of the Company or of any compulsory share exchange whereby Common
       Stock is converted into other securities, cash or other property; or

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

then the Company shall (A) if any Preferred Securities are outstanding under the
Declaration, cause to be filed with the transfer agent for the Preferred
Securities, and shall cause to be mailed to the holders of record of the
Preferred Securities, at their last addresses as they shall appear upon the
stock transfer books of the Trust or (B) shall cause to be mailed to all Holders
at their last addresses as they shall appear in the Security Register, at least
15 days prior to the applicable record or effective date hereinafter specified,
a notice stating (x) the date on which a record (if any) is to be taken for the
purpose of such dividend, distribution, rights or warrants or, if a record is
not to be taken, the date as of which the holders of Common Stock of record to
be entitled to such dividend, distribution, rights or warrants are to be
determined or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding up
is expected to become effective, and the date as of which it is expected that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up (but no failure to mail such notice or
any defect therein or in the mailing thereof shall affect the validity of the
corporate action required to be specified in such notice).

              SECTION 13.8    CERTAIN ADDITIONAL RIGHTS.  In case the Company 
shall, by dividend or otherwise, declare or make a distribution on its Common 
Stock referred to in Section 13.4(c) or 13.4(d) (including, without 
limitation, dividends or distributions referred to in the last sentence of 
Section 13.4(c)), the Holders of the Debentures, upon the conversion thereof 
subsequent to the close of business on the date fixed for the determination 
of stockholders entitled to receive such distribution and prior to the 
effectiveness of the Conversion Price adjustment in respect of such 
distribution, shall also be entitled to receive for each share of Common 
Stock into which the Debentures are converted, the portion of the shares of 
Common Stock, rights, warrants, evidences of indebtedness, shares of capital 
stock, cash and assets so distributed applicable to one share of Common 
Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose 
election shall be evidenced by a resolution of the Board of Directors) with 
respect to all Holders so converting, the Company may, in lieu of 
distributing to such Holder any portion of such distribution not consisting 
of cash or securities of the Company, pay such Holder an amount in cash equal 
to the fair market

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<PAGE>

value thereof (as determined in good faith by the Board of Directors, whose 
determination shall be conclusive and described in a resolution of the Board 
of Directors).  If any conversion of Debentures described in the immediately 
preceding sentence occurs prior to the payment date for a distribution to 
holders of Common Stock which the Holder of Debentures so converted is 
entitled to receive in accordance with the immediately preceding sentence, 
the Company may elect (such election to be evidenced by a resolution of the 
Board of Directors) to distribute to such Holder a due bill for the shares of 
Common Stock, rights, warrants, evidences of indebtedness, shares of capital 
stock, cash or assets to which such Holder is so entitled, PROVIDED, that 
such due bill (i) meets any applicable requirements of the principal national 
securities exchange or other market on which Common Stock is then traded and 
(ii) requires payment or delivery of such shares of Common Stock, rights, 
warrants, evidences of indebtedness, shares of capital stock, cash or assets 
no later than the date of payment or delivery thereof to holders of shares of 
Common Stock receiving such distribution.

              SECTION 13.9    RESTRICTIONS ON COMMON STOCK ISSUABLE UPON 
                              CONVERSION.

              (a)    Shares of Common Stock to be issued upon conversion of a
       Debenture in respect of Preferred Securities shall bear such restrictive
       legends as the Company may provide in accordance with applicable law.

              (b)    If shares of Common Stock to be issued upon conversion of a
       Debenture in respect of Preferred Securities are to be registered in a
       name other than that of the Holder of such Preferred Security, then the
       Person in whose name such shares of Common Stock are to be registered
       must deliver to the Conversion Agent a certificate satisfactory to the
       Company and signed by such Person, as to compliance with the restrictions
       on transfer applicable to such Preferred Security.  Neither the Trustee
       nor any Conversion Agent or Registrar shall be required to register in a
       name other than that of the Holder shares of Common Stock issued upon
       conversion of any such Debenture in respect of such Preferred Securities
       not so accompanied by a properly completed certificate.

              SECTION 13.10   TRUSTEE NOT RESPONSIBLE FOR DETERMINING 
                              CONVERSION PRICE OR ADJUSTMENTS.

       Neither the Trustee nor any Conversion Agent shall at any time be under
any duty or responsibility to any Holder of any Debenture or to any holder of a
Preferred Security to determine whether any facts exist which may require any
adjustment of the Conversion Price, or with respect to the nature or extent of
any such adjustment when made, or with respect to the method employed, or herein
or in any supplemental indenture provided to be employed, in making the same.
Neither the Trustee nor any Conversion Agent shall be accountable with respect
to the validity or value (or the kind of account) of any shares of Common Stock
or of any securities or property, which may at any time be issued or delivered
upon the conversion of any Debenture; and neither the Trustee nor any Conversion
Agent makes any representation with respect thereto.  Neither the Trustee nor
any Conversion Agent shall be responsible for any failure of the Company to make
any cash payment or to issue, transfer or deliver any shares of Common Stock or
stock certificates or other securities or property upon the surrender of any
Debenture for the purpose of conversion, or, except as


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expressly herein provided, to comply with any of the covenants of the Company 
contained in Article 10 or this Article 13.

                              *     *     *     *     *









                                      83
<PAGE>

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

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


                                   TOWER AUTOMOTIVE, INC.


                                   By: /s/ Anthony A. Barone
                                      -----------------------------------
                                   Name:   Anthony A. Barone
                                   Title:  Vice President and Chief
                                           Financial Officer



                                   THE FIRST NATIONAL BANK OF CHICAGO,
                                   as Trustee


                                   By: /s/ Victoria Y. Douyon
                                      ----------------------------------
                                   Name:   Victoria Y. Douyon
                                   Title:  Vice President



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