<PAGE>
 
                                                                     EXHIBIT 4.6
================================================================================


                                FIRST USA, INC.

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




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


                                   INDENTURE

                         DATED AS OF DECEMBER 20, 1996
                        ------------------------------




                             THE BANK OF NEW YORK


                                  AS TRUSTEE


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


              JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES




================================================================================
<PAGE>
 
TIE-SHEET

     of provisions of Trust Indenture Act of 1939 with Indenture
dated as of December 20, 1996 between First USA, Inc. and The
Bank of New York, Trustee:

ACT SECTION                                     INDENTURE SECTION

310(a)(1)....................................................6.09
   (a)(2) ...................................................6.09
310(a)(3).....................................................N/A
   (a)(4).....................................................N/A
310(a)(5)..............................................6.10, 6.11
310(b)........................................................N/A
310(c).......................................................6.13
311(a) and (b)................................................N/A
311(c)..............................................4.01, 4.02(a)
312(a).......................................................4.02
312(b) and (c)...............................................4.04
313(a).......................................................4.04
313(b)(1)....................................................4.04
313(b)(2)....................................................4.04
313(c).......................................................4.04
313(d).......................................................4.04
314(a).......................................................4.03
314(b)........................................................N/A
314(c)(1) and (2)............................................6.07
314(c)(3).....................................................N/A
314(d) .......................................................N/A
314(e).......................................................6.07
314(f) .......................................................N/A
315(a)(c) and (d)............................................6.01
315(b) ......................................................5.08
315(e) ......................................................5.09
316(a)(1) ...................................................5.07
316(a)(2) ....................................................N/A
316(a) last sentence ........................................2.09
316(b) ......................................................9.02
317(a) ......................................................5.05
317(b) ......................................................6.05
318(a) .....................................................13.08

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


                                                             Page
                                                             ----  

                             ARTICLE I

                            DEFINITIONS.......................  1

SECTION 1.01.  Definitions....................................  1
     Additional Interest......................................  1
     Adjusted Treasury Rate...................................  2
     Affiliate................................................  2
     Authenticating Agent.....................................  2
     Bankruptcy Law...........................................  2
     Board of Directors.......................................  2
     Board Resolution.........................................  3
     Business Day.............................................  3
     Capital Securities.......................................  3
     Capital Securities Guarantee.............................  3
     Commission...............................................  3
     Common Securities........................................  3
     Common Securities Guarantee..............................  4
     Common Stock.............................................  4
     Company..................................................  4
     Company Request..........................................  4
     Comparable Treasury Issue"...............................  4
     Comparable Treasury Price"...............................  4
     Compounded Interest......................................  5
     Custodian................................................  5
     Declaration..............................................  5
     Default..................................................  5
     Deferred Interest........................................  5
     Definitive Securities....................................  5
     Depositary...............................................  5
     Dissolution Event........................................  5
     Event of Default.........................................  5
     Exchange Act.............................................  5
     Exchange Offer...........................................  5
     Extended Interest Payment Period.........................  6
     Federal Reserve..........................................  6
     First USA Capital Trust..................................  6
     Global Security..........................................  6
     Indebtedness for Money Borrowed..........................  6
     Indenture................................................  6
     Initial Optional Redemption Date.........................  6
     Interest Payment Date....................................  6

_________
* THIS TABLE OF CONTENTS SHALL NOT, FOR ANY PURPOSE, BE DEEMED
  TO BE A PART OF THE INDENTURE.

                                       i
<PAGE>
 
     Liquidated Damages.......................................  6
     Maturity Date............................................  6
     Mortgage.................................................  7
     Non Book-Entry Capital Securities........................  7
     Officers.................................................  7
     Officers' Certificate....................................  7
     Opinion of Counsel.......................................  7
     Optional Redemption Price................................  7
     Other Debentures.........................................  7
     Other Guarantees.........................................  7
     outstanding..............................................  7
     Person...................................................  8
     Predecessor Security.....................................  8
     Principal Office of the Trustee..........................  8
     Purchase Agreement.......................................  8
     Property Trustee.........................................  8
     Quotation Agent..........................................  8
     Redemption Price.........................................  8
     Reference Treasury Dealer................................  8
     Reference Treasury Dealer Quotations.....................  9
     Registration Rights Agreement............................  9
     Regulatory Capital Event.................................  9
     Remaining Life...........................................  9
     Responsible Officer......................................  9
     Restricted Security...................................... 10
     Rule 144A................................................ 10
     Securities............................................... 10
     Securities Act........................................... 10
     Securityholder........................................... 10
     holder of Securities..................................... 10
     Security Register........................................ 10
     Senior Indebtedness...................................... 10
     Series A Securities...................................... 10
     Series B Securities...................................... 10
     Special Event............................................ 10
     Special Event Redemption Price........................... 10
     Subsidiary............................................... 11
     Tax Event................................................ 11
     Trustee.................................................. 12
     Trust Indenture Act of 1939.............................. 12
     Trust Securities......................................... 12
     U.S. Government Obligations.............................. 12

                            ARTICLE II

                            SECURITIES........................ 12

SECTION 2.01.  Forms Generally................................ 12
SECTION 2.02.  Execution and Authentication................... 13
SECTION 2.03.  Form and Payment............................... 13
SECTION 2.04.  Legends........................................ 14
SECTION 2.05.  Global Security................................ 14

                                       ii
<PAGE>
 
SECTION 2.06   Interest....................................... 16
SECTION 2.07.  Transfer and Exchange.......................... 17
SECTION 2.08.  Replacement Securities......................... 19
SECTION 2.09.  Treasury Securities............................ 19
SECTION 2.10.  Temporary Securities........................... 19
SECTION 2.11.  Cancellation................................... 20
SECTION 2.12.  Defaulted Interest............................. 20
SECTION 2.13.  CUSIP Numbers.................................. 21

                            ARTICLE III

                PARTICULAR COVENANTS OF THE COMPANY........... 21

SECTION 3.01.  Payment of Principal, Premium and Interest..... 21
SECTION 3.02.  Offices for Notices and Payments, etc.......... 22
SECTION 3.03.  Appointments to Fill Vacancies in Trustee's
               Office......................................... 22
SECTION 3.04.  Provision as to Paying Agent................... 23
SECTION 3.05.  Certificate to Trustee......................... 24
SECTION 3.06.  Compliance with Consolidation Provisions....... 24
SECTION 3.07.  Limitation on Dividends........................ 24
SECTION 3.08.  Covenants as to First USA Capital Trust........ 25
SECTION 3.09.  Payment of Expenses............................ 25
SECTION 3.10.  Payment Upon Resignation or Removal............ 26

                            ARTICLE IV

             SECURITYHOLDERS' LISTS AND REPORTS BY THE
                      COMPANY AND THE TRUSTEE................. 27

SECTION 4.01.  Securityholders' Lists......................... 27
SECTION 4.02.  Preservation and Disclosure of Lists........... 27
SECTION 4.03.  Reports by Company............................. 29
SECTION 4.04.  Reports by the Trustee......................... 30

                             ARTICLE V

            REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                        ON EVENT OF DEFAULT................... 31

SECTION 5.01.  Events of Default.............................. 31
SECTION 5.02.  Payment of Securities on Default; Suit There-
               for............................................ 33
SECTION 5.03.  Application of Moneys Collected by Trustee..... 35
SECTION 5.04.  Proceedings by Securityholders................. 36
SECTION 5.05.  Proceedings by Trustee......................... 37
SECTION 5.06.  Remedies Cumulative and Continuing............. 37
SECTION 5.07.  Direction of Proceedings and Waiver of De-
               faults by Majority of Securityholders.......... 37
SECTION 5.08.  Notice of Defaults............................. 38
SECTION 5.09.  Undertaking to Pay Costs....................... 39

                                      iii
<PAGE>
 
                            ARTICLE VI

                      CONCERNING THE TRUSTEE.................. 39

SECTION 6.01.  Duties and Responsibilities of Trustee......... 39
SECTION 6.02.  Reliance on Documents, Opinions, etc........... 41
SECTION 6.03.  No Responsibility for Recitals, etc............ 42
SECTION 6.04.  Trustee, Authenticating Agent, Paying Agents,
               Transfer Agents or Registrar May Own Securi-
               ties........................................... 43
SECTION 6.05.  Moneys to be Held in Trust..................... 43
SECTION 6.06.  Compensation and Expenses of Trustee........... 43
SECTION 6.07.  Officers' Certificate as Evidence.............. 44
SECTION 6.08.  Conflicting Interest of Trustee................ 44
SECTION 6.09.  Eligibility of Trustee......................... 44
SECTION 6.10.  Resignation or Removal of Trustee.............. 45
SECTION 6.11.  Acceptance by Successor Trustee................ 47
SECTION 6.12.  Succession by Merger, etc...................... 47
SECTION 6.13.  Limitation on Rights of Trustee as a Credi-
               tor............................................ 48
SECTION 6.14.  Authenticating Agents.......................... 48

                            ARTICLE VII

                  CONCERNING THE SECURITYHOLDERS.............. 49

SECTION 7.01.  Action by Securityholders...................... 49
SECTION 7.02.  Proof of Execution by Securityholders.......... 50
SECTION 7.03.  Who Are Deemed Absolute Owners................. 51
SECTION 7.04.  Securities Owned by Company Deemed Not Out-
               standing....................................... 51
SECTION 7.05.  Revocation of Consents; Future Holders Bound... 51

                           ARTICLE VIII

                     SECURITYHOLDERS' MEETINGS................ 52

SECTION 8.01.  Purposes of Meetings........................... 52
SECTION 8.02.  Call of Meetings by Trustee.................... 52
SECTION 8.03.  Call of Meetings by Company or
               Securityholders................................ 53
SECTION 8.04.  Qualifications for Voting...................... 53
SECTION 8.05.  Regulations.................................... 53
SECTION 8.06.  Voting......................................... 54

                            ARTICLE IX

                            AMENDMENTS........................ 55

SECTION 9.01.  Without Consent of Securityholders............. 55
SECTION 9.02.  With Consent of Securityholders................ 56

                                       iv
<PAGE>
 
SECTION 9.03.  Compliance with Trust Indenture Act; Effect
               of Supplemental Indentures..................... 58
SECTION 9.04.  Notation on Securities......................... 58
SECTION 9.05.  Evidence of Compliance of Supplemental Inden-
               ture to be Furnished Trustee................... 58

                             ARTICLE X

         CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE.... 58

SECTION 10.01. Company May Consolidate, etc., on Certain
               Terms.......................................... 58
SECTION 10.02. Successor Corporation to be Substituted for
               Company........................................ 59
SECTION 10.03. Opinion of Counsel to be Given Trustee......... 60

                            ARTICLE XI

              SATISFACTION AND DISCHARGE OF INDENTURE......... 60

SECTION 11.01. Discharge of Indenture......................... 60
SECTION 11.02. Deposited Moneys and U.S. Government Obliga-
               tions to be Held in Trust by Trustee........... 61
SECTION 11.03. Paying Agent to Repay Moneys Held.............. 61
SECTION 11.04. Return of Unclaimed Moneys..................... 61
SECTION 11.05. Defeasance Upon Deposit of Moneys or U.S.
               Government Obligations......................... 62

                            ARTICLE XII

             IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                      OFFICERS AND DIRECTORS.................. 64

SECTION 12.01. Indenture and Securities Solely Corporate
               Obligations.................................... 64

                           ARTICLE XIII

                     MISCELLANEOUS PROVISIONS................. 64

SECTION 13.01. Successors..................................... 64
SECTION 13.02. Official Acts by Successor Corporation......... 64
SECTION 13.03. Surrender of Company Powers.................... 64
SECTION 13.04. Addresses for Notices, etc..................... 65
SECTION 13.05. Governing Law.................................. 65
SECTION 13.06. Evidence of Compliance with Conditions Prece-
               dent........................................... 65
SECTION 13.07. Business Days.................................. 66
SECTION 13.08. Trust Indenture Act to Control................. 66
SECTION 13.09. Table of Contents, Headings, etc............... 66
SECTION 13.10. Execution in Counterparts...................... 66
SECTION 13.11. Separability................................... 66

                                       v
<PAGE>
 
SECTION 13.12. Assignment..................................... 66
SECTION 13.13. Acknowledgement of Rights...................... 67

                            ARTICLE XIV

            REDEMPTION OF SECURITIES  --  MANDATORY AND
                       OPTIONAL SINKING FUND.................. 67

SECTION 14.01. Special Event Redemption....................... 67
SECTION 14.02. Optional Redemption by Company................. 68
SECTION 14.03. No Sinking Fund................................ 69
SECTION 14.04. Notice of Redemption; Selection of Securi-
               ties........................................... 69
SECTION 14.05. Payment of Securities Called for Redemption.... 70

                            ARTICLE XV

                    SUBORDINATION OF SECURITIES............... 70

SECTION 15.01. Agreement to Subordinate....................... 70
SECTION 15.02. Default on Senior Indebtedness................. 71
SECTION 15.03. Liquidation; Dissolution; Bankruptcy........... 72
SECTION 15.04. Subrogation.................................... 73
SECTION 15.05. Trustee to Effectuate Subordination............ 74
SECTION 15.06. Notice by the Company.......................... 75
SECTION 15.07. Rights of the Trustee; Holders of Senior
               Indebtedness................................... 76
SECTION 15.08. Subordination May Not Be Impaired.............. 76

                            ARTICLE XVI

               EXTENSION OF INTEREST PAYMENT PERIOD........... 77

SECTION 16.01. Extension of Interest Payment Period........... 77
SECTION 16.02. Notice of Extension............................ 78

EXHIBIT A.....................................................A-1

Testimonium
Signatures
Acknowledgements

                                       vi
<PAGE>
 
               THIS INDENTURE, dated as of December 20, 1996, between First USA,
Inc., a Delaware corporation (hereinafter sometimes called the "Company"), and
The Bank of New York, a New York banking corporation, as trustee (hereinafter
sometimes called the "Trustee"),

                              W I T N E S S E T H :

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


                                    ARTICLE I

                                   DEFINITIONS

               SECTION 1.01.  Definitions.

               The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Indenture shall have the respective meanings specified in this
Section 1.01. All other terms used in this Indenture which are defined in the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), or which
are by reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
The following terms have the meanings given to them in the Declaration: (i)
Clearing Agency; (ii) Delaware Trustee; (iii) Depository; (iv) Capital Security
Certificate; (v) Property Trustee; (vi) Administrative Trustees; (vii) Direct
Action; and (viii) Purchase Agreement. All accounting terms used herein and not
expressly defined shall have the meanings assigned to such terms in accordance
with generally accepted accounting principles and the term "generally accepted
accounting principles" means such accounting principles as are generally
accepted at the time of any computation. The words "herein", "hereof" and
"hereunder" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. Headings are
used for convenience of reference only and do not affect interpretation. The
singular includes the plural and vice versa.

               "Additional Interest" shall have the meaning set forth
in Section 2.06(c).
<PAGE>
 
               "Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to (i) the yield, under the heading which
represents the average for the immediately prior week, appearing in the most
recently published statistical release designated "H.15 (519)" or any successor
publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Remaining Life (if no maturity is within three
months before or after the maturity corresponding to the Remaining Life, yields
for the two published maturities most closely corresponding to the Remaining
Life shall be interpolated, and the Adjusted Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date, in each case
calculated on the third Business Day preceding the redemption date, plus in each
case (a) 1.25% if such redemption date occurs on or prior to December 31, 1997,
and (b) 0.50% in all other cases.

               "Affiliate" means, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding the power to vote
10% or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

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

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

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

                                       2
<PAGE>
 
               "Board Resolution" shall mean a copy of a resolution certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

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

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

               "Capital Securities Guarantee" shall mean any guarantee that the
Company may enter into with The Bank of New York or other Persons that operates
directly or indirectly for the benefit of holders of Capital Securities of First
USA Capital Trust and shall include a Series A Capital Securities Guarantee and
a Series B Capital Securities Guarantee with respect to the Series A Capital
Securities and the Series B Capital Securities, respectively.

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

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

                                       3
<PAGE>
 
               "Common Securities Guarantee" shall mean any guarantee that the
Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of First USA Capital
Trust.

               "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

               "Company" shall mean First USA, Inc., a Delaware corporation,
and, subject to the provisions of Article X, shall include its successors and
assigns.

               "Company Request" or "Company Order" shall mean a written request
or order signed in the name of the Company by the Chairman, the Chief Executive
Officer, the President, a Vice Chairman, a Vice President, the Comptroller, the
Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee.

               "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
Remaining Life of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining Life
of the Securities. If no United States Treasury security has a maturity which is
within a period from three months before to three months after the Initial
Optional Redemption Date, the two most closely corresponding United States
Treasury securities shall be used as the Comparable Treasury Issue, and the
Adjusted Treasury Rate shall be interpolated or extrapolated on a straight-line
basis, rounding to the nearest month, using such securities.

               "Comparable Treasury Price" means, with respect to any redemption
date pursuant to Section 14.01, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third Business Day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
Business Day, (A) the average of five Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations.

                                       4
<PAGE>
 
               "Compounded Interest" shall have the meaning set forth
in Section 16.01.

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

               "Declaration" means the Amended and Restated Declaration of Trust
of First USA Capital Trust, dated as of December 20, 1996.

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

               "Deferred Interest" shall have the meaning set forth in
Section 16.01.

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

               "Depositary" shall mean, with respect to Securities of any
series, for which the Company shall determine that such Securities will be
issued as a Global Security, The Depository Trust Company, New York, New York,
another clearing agency, or any successor registered as a clearing agency under
the Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to Section 2.05(d).

               "Dissolution Event" means the liquidation of the Trust pursuant
to the Declaration, and the distribution of the Securities held by the Property
Trustee to the holders of the Trust Securities issued by the Trust pro rata in
                                                                   --- ----
accordance with the Declaration.

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

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

               "Exchange Offer" means the offer that may be made pursuant to the
Registration Rights Agreement (i) by the Company to exchange Series B Securities
for Series A Securities and to exchange a Series B Capital Securities Guarantee
for a Series A Capital Securities Guarantee and (ii) by First USA Capital Trust
to exchange Series B Capital Securities for Series A Capital Securities.

                                       5
<PAGE>
 
               "Extended Interest Payment Period" shall have the meaning set
forth in Section 16.01.

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

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

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

               "Indebtedness for Money Borrowed" shall mean any obligation of,
or any obligation guaranteed by, the Company for the repayment of borrowed
money, whether or not evidenced by bonds, debentures, notes or other written
instruments but shall not include (i) any trade accounts payable in the ordinary
course of business, (ii) any such indebtedness that is by terms ranks pari passu
with or junior in right of payment to the Securities, (iii) all other debt
securities, and guarantees in respect of those debt securities, issued to any
other trust, or a trustee of such trust, partnership or other entity affiliated
with the Company that is a financing vehicle of the Company (a "financing
entity") in connection with the issuance by such financing entity of equity
securities or other securities guaranteed by the Company pursuant to an
instrument that ranks pari passu with or junior in right of payment to the
Capital Securities Guarantee, and (iv) any other indebtedness that would
otherwise qualify as indebtedness for Money Borrowed to the extent that such
indebtedness by its terms ranks pari passu with or junior in right of payment to
any Indebtedness described in any of (i), (ii) or (iii).

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

               "Initial Optional Redemption Date" means January 15,
2007.

               "Interest Payment Date" shall have the meaning set
forth in Section 2.06.

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

               "Maturity Date" shall mean January 15, 2027.

                                       6
<PAGE>
 
               "Mortgage" shall mean and include any mortgage, pledge, lien,
security interest, conditional sale or other title retention agreement or other
similar encumbrance.

               "Non Book-Entry Capital Securities" shall have the meaning set
forth in Section 2.05.

               "Officers" shall mean any of the Chairman, a Vice
Chairman, the Chief Executive Officer, the President, a Vice
President, the Comptroller, the Group Director, the Secretary or
an Assistant Secretary of the Company.

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

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

               "Optional Redemption Price" shall have the meaning set
forth in Section 14.02.

               "Other Debentures" means all junior subordinated debentures
issued by the Company from time to time and sold to trusts to be established by
the Company (if any), in each case similar to the Trust.

               "Other Guarantees" means all guarantees issued by the Company
with respect to capital securities (if any) and issued to other trusts
established by the Company (if any), in each case similar to the Trust.

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

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

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

                                       7
<PAGE>
 
                      Fourteen provided or provision satisfactory to the Trustee
                      shall have been made for giving such notice; and

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

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

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

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

               "Purchase Agreement" shall mean the Purchase Agreement dated
December 17, 1996 among the Company, First USA Capital Trust and the initial
purchasers named therein.

               "Property Trustee" shall have the same meaning as set
forth in the Declaration.

               "Quotation Agent" means the Reference Treasury Dealer
appointed by the Company.

               "Redemption Price" means the Special Event Redemption
Price or the Optional Redemption Price, as the context requires.

               "Reference Treasury Dealer" means (i) Merrill Lynch, Government
Securities, Inc. and its successors; provided, however, that if the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
the Company.

                                       8
<PAGE>
 
               "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date pursuant to Section
14.01, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. New York City time on the third Business Day preceding such
redemption date.

               "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 20, 1996, by and among the Company, the Trust
and the Initial Purchasers named therein as such agreement may be amended,
modified or supplemented from time to time.

               "Regulatory Capital Event" shall occur at any time, following the
date (the "Election Date") on which the Company shall effectively elect to treat
the Capital Securities as Tier 1 Capital (or its equivalent), that the Company
shall have received an opinion of independent bank regulatory counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to, or change (including any announced prospective change) in, the laws (or any
regulations thereunder) of the United States or any rules, guidelines or
policies of the Federal Reserve or, if applicable, the Office of Thrift
Supervision or, in each case, its successors or (b) 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 Election Date, the Capital Securities do
not constitute, or within 90 days of the date thereof, will not constitute, Tier
I Capital (or its then equivalent).

               "Remaining Life" means, with respect to any optional redemption
pursuant to Section 14.01, the period from the date of such redemption to, and
including, the Initial Optional Redemption Date.

               "Responsible Officer", when used with respect to the Trustee,
shall mean the chairman or any vice chairman of the board of directors, the
chairman or any vice chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the cashier, any assistant cashier, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, the controller or any assistant controller or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

                                       9
<PAGE>
 
               "Restricted Security" shall mean Securities that bear or are
required to bear the legends set forth in Exhibit A hereto.

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

               "Securities" means, collectively, the Series A Securities and the
Series B Securities.

               "Securities Act" shall mean the Securities Act of 1933,
as amended.

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

               "Security Register" shall mean (i) prior to a Dissolution Event,
the list of holders provided to the Trustee pursuant to Section 4.01, and (ii)
following a Dissolution Event, any security register maintained by a security
registrar for the securities appointed by the Company following the execution of
a supplemental indenture providing for transfer procedures as provided for in
Section 2.07(a).

               "Senior Indebtedness" shall mean all Indebtedness for Money
Borrowed, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, unless the terms thereof specifically
provide that it is not superior in right of payment to the Series A Securities
or the Series B Securities, and any deferrals, renewals or extensions of such
Senior Indebtedness.

               "Series A Securities" means the Company's 9.33% Series A Junior
Subordinated Deferrable Interest Debentures due January 15, 2027, as
authenticated and issued under this Indenture.

               "Series B Securities" means the Company's Series B 9.33% Junior
Subordinated Deferrable Interest Debentures due January 15, 2027, as
authenticated and issued under this Indenture.

               "Special Event" means either a Regulatory Capital Event
or a Tax Event.

               "Special Event Redemption Price" shall mean, with respect to any
redemption of the Securities pursuant to Section 14.01 hereof, an amount in cash
equal to the greater of (i) 100% of the principal amount to be redeemed or
(ii) the sum, as determined by a Quotation Agent, of the present values of the
princi-

                                       10
<PAGE>
 
pal amount and premium payable with respect to an optional redemption pursuant
to Section 14.02 on the Initial Optional Redemption Date, together with
scheduled payments of interest on the Securities during the Remaining Life of
the Securities, discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus, in each case, any accrued and unpaid interest thereon,
including Compounded Interest and Additional Interest, if any, to the date of
such redemption.

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

               "Tax Event" shall mean the receipt by First USA Capital Trust and
the Company of an opinion of a nationally recognized tax counsel experienced in
such matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority
thereof or therein or as a result of any official administrative pronouncement
or judicial decision interpreting or applying such laws or regulations, which
amendment or change is effective or which pronouncement or decision is announced
on or after December 20, 1996, there is more than an insubstantial risk that (i)
First USA Capital Trust is, or will be within 90 days of the date of such
opinion, subject to United States federal income tax with respect to income
received or accrued on the Securities, (ii) interest payable by the Company on
the Securities is not, or within 90 days of the date of such opinion will not
be, deductible by the Company, in whole or in part, for United States federal
income tax purposes, or (iii) First USA Capital Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

                                       11
<PAGE>
 
               "Trustee" shall mean the Person identified as "Trustee" in the
first paragraph hereof, and, subject to the provisions of Article Six hereof,
shall also include its successors and assigns as Trustee hereunder. The term
"Trustee" as used with respect to a particular series of the Securities shall
mean the trustee with respect to that series.

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

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

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


                                   ARTICLE II

                                   SECURITIES

               SECTION 2.01.  Forms Generally.

               The Securities and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A, the terms of which are
incorporated in and made a part of this Indenture. The Securities may have
notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject or usage. Each Security shall be
dated the date of its authentication. The Securities shall be issued in
denominations of $1,000 and integral multiples thereof.

                                       12
<PAGE>
 
               SECTION 2.02.  Execution and Authentication.

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

               A Security shall not be valid until authenticated by the manual
signature of the Trustee. The signature of the Trustee shall be conclusive
evidence that the Security has been authenticated under this Indenture. The form
of Trustee's certificate of authentication to be borne by the Securities shall
be substantially as set forth in Exhibit A hereto.

               The Trustee shall, upon a Company Order, authenticate for
original issue up to, and the aggregate principal amount of Securities
outstanding at any time may not exceed the sum of (a) $206,186,000 aggregate
principal amount of the Securities and (b) such aggregate principal amount
(which as shall not exceed $30,928,000 aggregate principal amount) of the
Securities, if any, as shall be purchased by First USA Capital Trust pursuant to
an overallotment option in accordance with the terms and provisions of the
Debenture Subscription Agreement dated as of December 20, 1996 between the
Company and First USA Capital Trust, except as provided in Sections 2.07, 2.08,
2.10 and 14.05.

               SECTION 2.03.  Form and Payment.

               Except as provided in Section 2.05, the Securities shall be
issued in fully registered certificated form without interest coupons. Principal
of, premium, if any, and interest on the Securities issued in certificated form
will be payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and
provisions at the office or agency of the Trustee; provided, however, that
                                                   --------  -------
payment of interest with respect to Securities in global form may be made at the
option of the Company (i) by check mailed to the holder at such address as shall
appear in the Security Register or (ii) by transfer to an account maintained by
the Person entitled thereto, provided that proper transfer instructions have
been received in writing by the relevant record date. Notwithstanding the
foregoing, so long as the holder of any Securities is the Property Trustee, the
payment of the principal of, premium, if any, and interest (including Compounded
Interest and Additional Interest, if any) on such Securities held by the
Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.

                                       13
<PAGE>
 
               SECTION 2.04.  Legends.

               (a) Except as permitted by subsection (b) of this Section 2.04 or
as otherwise determined by the Company in accordance with applicable law, each
Security shall bear the applicable legends relating to restrictions on transfer
pursuant to the securities laws in substantially the form set forth on Exhibit A
hereto.

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

               SECTION 2.05.  Global Security.

               (a)  In connection with a Dissolution Event,

                      (i) if any Capital Securities are held in book-entry form,
        the related Definitive Securities shall be presented to the Trustee (if
        an arrangement with the Depositary has been maintained) by the Property
        Trustee in exchange for one or more Global Securities (as may be
        required pursuant to Section 2.07) in an aggregate principal amount
        equal to the aggregate principal amount of all outstanding Securities,
        to be registered in the name of the Depositary, or its nominee, and
        delivered by the Trustee to the Depositary for crediting to the accounts
        of its participants pursuant to the instructions of the Administrative
        Trustees; the Company upon any such presentation shall execute one or
        more Global Securities in such aggregate principal amount and deliver
        the same to the Trustee for authentication and delivery in accordance
        with the Indenture; and payments on the Securities issued as a Global
        Security will be made to the Depositary; and

                      (ii) if any Capital Securities are held in certificated
        form, the related Definitive Securities may be presented to the Trustee
        by the Property Trustee and any Capital Security certificate which
        represents Capital Securities other than Capital Securities in
        book-entry form ("Non Book-Entry Capital Securities") will be deemed to
        represent beneficial interests in Securities presented to the Trustee by
        the Property Trustee having an aggregate principal amount equal to the
        aggregate liquidation amount

                                       14
<PAGE>
 
        of the Non Book-Entry Capital Securities until such Capital Security
        certificates are presented to the Security Registrar for transfer or
        reissuance, at which time such Capital Security certificates will be
        cancelled and a Security, registered in the name of the holder of the
        Capital Security certificate or the transferee of the holder of such
        Capital Security certificate, as the case may be, with an aggregate
        principal amount equal to the aggregate liquidation amount of the
        Capital Security certificate cancelled, will be executed by the Company
        and delivered to the Trustee for authentication and delivery in
        accordance with the Indenture. Upon the issuance of such Securities,
        Securities with an equivalent aggregate principal amount that were
        presented by the Property Trustee to the Trustee will be deemed to have
        been cancelled.

               (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, that the
                                                           --------
aggregate amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the amount of outstanding Securities represented thereby
shall be made by the Trustee, in accordance with instructions given by the
Company as required by this Section 2.05.

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

               (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to be
a clearing agency registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition, as the case may be, the Company will
execute, and the Trustee, upon written notice from the Company, will
authenticate and make available for delivery the Definitive Securities, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security in exchange for such Global Security. If
there is an Event of Default, the Depositary shall have the right to exchange
the Global Securities for Definitive Securities. In addition, the Company may at
any time determine that the Securities shall no longer be represented by a
Global Security. In the event of such an Event of Default or such a
determination, the Company shall execute, and subject to Section 2.07, the
Trustee, upon receipt of an Officers' Certificate evidencing such determination
by the Company, will authenticate and make available for delivery the Definitive
Securities, in authorized

                                       15
<PAGE>
 
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. Upon the
exchange of the Global Security for such Definitive Securities, in authorized
denominations, the Global Security shall be cancelled by the Trustee. Such
Definitive Securities issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee. The Trustee shall deliver such Definitive Securities
to the Depositary for delivery to the Persons in whose names such Definitive
Securities are so registered.

               SECTION 2.06  Interest.

               (a) Each Security will bear interest at the rate of 9.33% per
annum (the "Coupon Rate") from the most recent date to which interest has been
paid or, if no interest has been paid, from December 20, 1996, until the
principal thereof becomes due and payable, and on any overdue principal and (to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the Coupon Rate, compounded
semi-annually, payable (subject to the provisions of Article XVI) semi-annually
in arrears on January 15 and July 15 of each year (each, an "Interest Payment
Date") commencing on July 15, 1997, to the Person in whose name such Security or
any predecessor Security is registered, at the close of business on the regular
record date for such interest installment, which shall be the first day of the
month in which the relevant Interest Payment Date falls.

               (b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any Interest Payment Date
falls on a day that is not a Business Day, then payment of interest 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), with the
same force and effect as if made on such date.

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

                                       16
<PAGE>
 
               SECTION 2.07.  Transfer and Exchange.

               (a) Transfer Restrictions. The Series A Securities, and those
                   ---------------------
Series B Securities with respect to which any Person described in Section
2.04(b)(A), (B) or (C) is the beneficial owner, may not be transferred except in
compliance with the legend contained in Exhibit A unless otherwise determined by
the Company in accordance with applicable law. Upon any distribution of the
Securities following a Dissolution Event, the Company and the Trustee shall
enter into a supplemental indenture pursuant to Section 9.01 to provide for the
transfer restrictions and procedures with respect to the Securities
substantially similar to those contained in the Declaration to the extent
applicable in the circumstances existing at such time.

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

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

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

               Prior to due presentment for the registration of a transfer of
any Security, the Trustee, any Agent and the Company may deem and treat the
Person in whose name any Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of and premium, if
any, and interest on such Securities, and neither the Trustee, any Agent nor the
Company shall be affected by notice to the contrary.

               (c)  Exchange of Series A Securities for Series B Securities. 
                    -------------------------------------------------------
The Series A Securities may be exchanged for Series

                                       17
<PAGE>
 
B Securities pursuant to the terms of the Exchange Offer. The Trustee shall make
the exchange as follows:

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

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

               (B)    the principal amount of Series A Securities prop-
                      erly tendered in the Exchange Offer that are rep-
                      resented by a Global Security and the principal
                      amount of Series A Securities properly tendered in
                      the Exchange Offer that are represented by Defin-
                      itive Securities, the name of each holder of such
                      Definitive Securities, the principal amount at
                      maturity properly tendered in the Exchange Offer
                      by each such holder and the name and address to
                      which Definitive Securities for Series B Securi-
                      ties shall be registered and sent for each such
                      holder.

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

               If the principal amount at maturity of the Global Security for
the Series B Securities is less than the principal amount at maturity of the
Global Security for the Series A Securities, the Trustee shall make an
endorsement on such Global Security for Series A Securities indicating a
reduction in the principal amount at maturity represented thereby.

               The Trustee shall deliver such Definitive Securities for Series B
Securities to the holders thereof as indicated in such Officers' Certificate.

                                       18
<PAGE>
 
               SECTION 2.08.   Replacement Securities.

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

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

               SECTION 2.09.   Treasury Securities.

               In determining whether the holders of the required principal
amount of Securities have concurred in any direction, waiver or consent,
Securities owned by the Company or any Affiliate of the Company shall be
considered as though not outstanding, except that for purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities that a Trustee actually knows to be so owned shall
be so considered.

               SECTION 2.10.   Temporary Securities.

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

               If temporary Securities are issued, the Company shall cause
Definitive Securities to be prepared without unreasonable delay. The Definitive
Securities shall be printed, lithographed or engraved, or provided by any
combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
officers executing such Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the tempo-

                                       19
<PAGE>
 
rary Securities at the office or agency maintained by the Company for such
purpose pursuant to Section 3.02 hereof, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute, and the Trustee shall authenticate and make available for
delivery, in exchange therefor the same aggregate principal amount of Definitive
Securities of authorized denominations. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities.

               SECTION 2.11.  Cancellation.

               The Company at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or destroy cancelled Securities in accordance with
its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The Company
may not issue new Securities to replace Securities that have been redeemed or
paid or that have been delivered to the Trustee for cancellation. All cancelled
Securities held by the Trustee shall be delivered to the Company.

               SECTION 2.12.  Defaulted Interest.

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

               (a) The Company may make payment of any Defaulted Interest on
        Securities to the Persons in whose names such Securities (or their
        respective Predecessor Securities) are registered at the close of
        business on a special record date for the payment of such Defaulted
        Interest, which shall be fixed in the following manner: the Company
        shall notify the Trustee in writing of the amount of Defaulted Interest
        proposed to be paid on each such Security and the date of the proposed
        payment, and at the same time the Company shall deposit with the Trustee
        an amount of money equal to the aggregate amount proposed to be paid in
        respect of such Defaulted Interest or shall make arrangements
        satisfactory to the Trustee for such deposit prior to the date of the
        proposed payment, such money when deposited to be held in trust for the
        benefit of the Persons entitled to such Defaulted Interest as in this
        clause provided. Thereupon the Trustee shall fix a special record date
        for the payment of such Defaulted Interest which shall not be more than
        15 nor

                                       20
<PAGE>
 
        less than 10 days prior to the date of the proposed payment and not less
        than 10 days after the receipt by the Trustee of the notice of the
        proposed payment. The Trustee shall promptly notify the Company of such
        special record date and, in the name and at the expense of the Company,
        shall cause notice of the proposed payment of such Defaulted Interest
        and the special record date therefor to be mailed, first class postage
        prepaid, to each Securityholder at his or her address as it appears in
        the Security Register, not less than 10 days prior to such special
        record date. Notice of the proposed payment of such Defaulted Interest
        and the special record date therefor having been mailed as aforesaid,
        such Defaulted Interest shall be paid to the Persons in whose names such
        Securities (or their respective Predecessor Securities) are registered
        on such special record date and shall be no longer payable pursuant to
        the following clause (b).

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

               SECTION 2.13.  CUSIP Numbers.

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


                                   ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

               SECTION 3.01.   Payment of Principal, Premium and Interest.

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

                                       21
<PAGE>
 
interest on the Securities at the place, at the respective times and in the
manner provided herein. Each installment of interest on the Securities may be
paid by mailing checks for such interest payable to the order of the holder of
Security entitled thereto as they appear in the Security Register. The Company
further covenants to pay any and all amounts including, without limitation,
Liquidated Damages, if any, on the dates and in the manner required under the
Registration Rights Agreement.

               SECTION 3.02.  Offices for Notices and Payments, etc.

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

               In addition to any such office or agency, the Company may from
time to time designate one or more offices or agencies outside the Borough of
Manhattan, The City of New York, where the Securities may be presented for
registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in the Borough of Manhattan,
The City of New York, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission thereof.

               SECTION 3.03.  Appointments to Fill Vacancies in Trustee's
                              Office.

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

                                       22
<PAGE>
 
               SECTION 3.04.  Provision as to Paying Agent.

               (a)    If the Company shall appoint a paying agent other than the
                      Trustee with respect to the Securities, it will cause such
                      paying agent to execute and deliver to the Trustee an
                      instrument in which such agent shall agree with the
                      Trustee, subject to the provision of this Section 3.04,

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

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

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

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

               (d)    Anything in this Section 3.04 to the contrary
                      notwithstanding, the agreement to hold sums in

                                       23
<PAGE>
 
                      trust as provided in this Section 3.04 is subject
                      to Sections 11.03 and 11.04.

               SECTION 3.05.  Certificate to Trustee.

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

               SECTION 3.06.  Compliance with Consolidation Provisions.

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

               SECTION 3.07.  Limitation on Dividends.

               The Company will not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock (which includes common and
preferred stock) or (ii) make any payment of principal, interest or premium, if
any, on or repay or repurchase or redeem any debt securities of the Company
(including any Other Debentures) that rank pari passu with or junior in right of
payment to the Securities or (iii) make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any Subsidiary of the
Company (including any Other Guarantees) if such guarantee ranks pari passu or
junior in right of payment to the Securities (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Common Stock of the Company; (b) any declaration of a
dividend in connection with the implementation of a stockholder rights plan, or
the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto; (c) payments under the Capital
Securities Guarantee; (d) as a result of a reclassification of the Company's
capital stock or the exchange or the conversion of one class or series of the
Company's capital stock for another class or series of the

                                       24
<PAGE>
 
Company's capital stock; (e) 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 (f)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans) if at such time
(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 an Event of Default and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) if such Securities are held
by the Property Trustee, the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee or (iii) the
Company shall have given notice of its election of the exercise of its right to
extend the interest payment period pursuant to Section 16.01 and any such
extension shall be continuing.

               SECTION 3.08.  Covenants as to First USA Capital Trust.

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

               SECTION 3.09.  Payment of Expenses.

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

               (a) pay all costs and expenses relating to the offering, sale and
issuance of the Securities, including commissions to the initial purchasers
payable pursuant to the Purchase Agree-

                                       25
<PAGE>
 
ment, fees and expenses in connection with any exchange offer or other action to
be taken pursuant to the Registration Rights Agreement and compensation of the
Trustee in accordance with the provisions of Section 6.06;

               (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the First USA
Capital Trust, the offering, sale and issuance of the Trust Securities
(including commissions to the initial purchasers 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;

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

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

               (e) pay all other fees, expenses, debts and obligations (other
than payments of principal of, premium, if any, or interest on the Trust
Securities) related to First USA Capital Trust.

               SECTION 3.10.  Payment Upon Resignation or Removal.

               Upon termination of this Indenture or the removal or resignation
of the Trustee, unless otherwise stated, the Company shall pay to the Trustee
all amounts accrued and owing to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or resignation
of the Delaware Trustee or the Property Trustee, as the case may be, pursuant to
Section 5.7 of the Declaration, the Company shall pay to the Delaware Trustee or
the Property Trustee, as the case may be, all amounts accrued and owing to the
date of such termination, removal or resignation.

                                       26
<PAGE>
 
                                   ARTICLE IV

                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

               SECTION 4.01.  Securityholders' Lists.

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

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

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

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

               SECTION 4.02.  Preservation and Disclosure of Lists.

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

               (b)    In case three or more holders of Securities (here-
                      inafter referred to as "applicants") apply in
                      writing to the Trustee and furnish to the Trustee
                      reasonable proof that each such applicant has
                      owned a Security for a period of at least six
                      months preceding the date of such application, and
                      such application states that the applicants desire
                      to communicate with other holders of Securities or
                      with holders of all Securities with respect to
                      their rights under this Indenture and is accompa-
                      nied by a copy of the form of proxy or other com-
                      munication which such applicants propose to trans-
                      mit, then the Trustee shall within 5 Business Days

                                       27
<PAGE>
 
                      after the receipt of such application, at its election,
                      either:

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

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

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

                                       28
<PAGE>
 
                      any obligation or duty to such applicants respect-
                      ing their application.

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

               SECTION 4.03.  Reports by Company.

               (a)    The Company covenants and agrees to file with the
                      Trustee, within 15 days after the date on which
                      the Company is required to file the same with the
                      Commission, copies of the annual reports and of
                      the information, documents and other reports (or
                      copies of such portions of any of the foregoing as
                      said Commission may from time to time by rules and
                      regulations prescribe) which the Company may be
                      required to file with the Commission pursuant to
                      Section 13 or Section 15(d) of the Exchange Act;
                      or, if the Company is not required to file infor-
                      mation, documents or reports pursuant to either of
                      such sections, then to file with the Trustee and
                      the Commission, in accordance with rules and regu-
                      lations prescribed from time to time by the Com-
                      mission, such of the supplementary and periodic
                      information, documents and reports which may be
                      required pursuant to Section 13 of the Exchange
                      Act in respect of a security listed and registered
                      on a national securities exchange as may be pre-
                      scribed from time to time in such rules and regu-
                      lations.

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

                                       29
<PAGE>
 
               (c)    The Company covenants and agrees to transmit by
                      mail to all holders of Securities, as the names
                      and addresses of such holders appear upon the
                      Security Register, within 30 days after the filing
                      thereof with the Trustee, such summaries of any
                      information, documents and reports required to be
                      filed by the Company pursuant to subsections (a)
                      and (b) of this Section 4.03 as may be required by
                      rules and regulations prescribed from time to time
                      by the Commission.

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

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

               SECTION 4.04.  Reports by the Trustee.

               (a)    The Trustee shall transmit to Securityholders such
                      reports concerning the Trustee and its actions
                      under this Indenture as may be required pursuant
                      to the Trust Indenture Act at the times and in the
                      manner provided pursuant thereto.  If required by
                      Section 313(a) of the Trust Indenture Act, the
                      Trustee shall, within sixty days after each Decem-
                      ber 15 following the date of this Indenture, com-
                      mencing December 15, 1997, deliver to
                      Securityholders a brief report, dated as of such
                      December 15, which complies with the provisions of
                      such Section 313(a).

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

                                       30
<PAGE>
 
                      promptly notify the Trustee when the Securities
                      are listed on any stock exchange.


                                    ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

               SECTION 5.01.  Events of Default.

               One or more of the following events of default shall constitute
an Event of Default hereunder (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgement, 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 any
                      Security or any Other Debentures when it becomes
                      due and payable, and continuance of such default
                      for a period of 30 days; provided, however, that a
                                               --------
                      valid extension of an interest payment period by
                      the Company in accordance with the terms hereof
                      shall not constitute a default in the payment of
                      interest for this purpose; or

               (b)    default in the payment of all or any part of the principal
                      of (or premium, if any, on) any Security or any Other
                      Debentures as and when the same shall become due and
                      payable either at maturity, upon redemption, by
                      declaration or otherwise; or

               (c)    default in the performance, or breach, of any
                      covenant or warranty of the Company in this Inden-
                      ture (other than a covenant or warranty a default
                      in whose performance or whose breach is elsewhere
                      in this Section specifically dealt with), and
                      continuance of such default or breach for a period
                      of 90 days after there has been given, by regis-
                      tered or certified mail, to the Company by the
                      Trustee or to the Company and the Trustee by the
                      holders of at least 25% in aggregate principal
                      amount of the outstanding Securities a written
                      notice specifying such default or breach and re-
                      quiring it to be remedied and stating that such
                      notice is a "Notice of Default" hereunder; or

               (d)    a court having jurisdiction in the premises shall enter a
                      decree or order for relief in respect of the Company in an
                      involuntary case under any applicable bankruptcy,
                      insolvency or other similar

                                       31
<PAGE>
 
                      law now or hereafter in effect, or appointing a receiver,
                      liquidator, assignee, custodian, trustee, sequestrator (or
                      similar official) of the Company or for any substantial
                      part of its property, or ordering the winding-up or
                      liquidation of its affairs and such decree or order shall
                      remain unstayed and in effect for a period of 90
                      consecutive days; or

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

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

               The foregoing provisions, however, are subject to the condition
that if, at any time after the principal of the Securities shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, (i)
the Company shall pay or shall deposit with the Trustee a sum sufficient to pay
(A) all matured installments of interest upon all the Securities and the
principal of and premium, if any, on any and all Securities which shall have
become due otherwise than by acceleration (with interest upon such principal and
premium, if any, and, to the extent that payment of such interest is enforceable
under applicable law, on overdue installments of interest, at the same rate as
the rate of interest specified in the Securities to the date of such payment or
deposit) and (B) such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith, and (ii) any and all Events of Default under
the Indenture shall have been cured,

                                       32
<PAGE>
 
waived or otherwise remedied as provided herein, then, in every such case, the
holders of a majority in aggregate principal amount of the Securities then
outstanding, by written notice to the Company and to the Trustee, may rescind
and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

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

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

               The Company covenants that (a) in case default shall be made in
the payment of any installment of interest upon any of the Securities as and
when the same shall become due and payable, and such default shall have
continued for a period of 30 days, or (b) in case default shall be made in the
payment of the principal of or premium, if any, on any of the Securities as and
when the same shall have become due and payable, whether at maturity of the
Securities or upon redemption or by declaration or otherwise, then, upon demand
of the Trustee, the Company will pay to the Trustee, for the benefit of the
holders of the Securities, the whole amount that then shall have become due and
payable on all such Securities for principal and premium, if any, or interest,
or both, as the case may be, with interest upon the overdue principal and
premium, if any, and (to the extent that payment of such interest is enforceable
under applicable law and, if the Securities are held by First USA Capital Trust
or a trustee of such trust, without duplication of any other amounts paid by
First USA Capital Trust or trustee in respect thereof) upon the overdue
installments of interest at the rate borne by the Securities; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including a reasonable compensation to the Trustee, its
agents, attorneys and counsel, and any expenses or liabilities incurred by the
Trustee hereunder other than through its negligence or bad faith.

               In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at law
or in equity for the collection of the sums so due and unpaid, and may prosecute
any

                                       33
<PAGE>
 
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

               In case there shall be pending proceedings for the bankruptcy or
for the reorganization of the Company or any other obligor on the Securities
under Title 11, United States Code, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any other similar judicial proceedings
relative to the Company or other obligor upon the Securities, or to the
creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Securities shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Trustee shall have made any demand pursuant to the provisions of
this Section 5.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the Securities
and, in case of any judicial proceedings, to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for reasonable compensation to the Trustee
and each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, except as a result
of negligence or bad faith) and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Securities, or
to the creditors or property of the Company or such other obligor, unless
prohibited by applicable law and regulations, to vote on behalf of the holders
of the Securities in any election of a trustee or a standby trustee in
arrangement, reorganization, liquidation or other bankruptcy or insolvency
proceedings or person performing similar functions in comparable proceedings,
and to collect and receive any moneys or other property payable or deliverable
on any such claims, and to distribute the same after the deduction of its
charges and expenses; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the Securityholders to make such
payments to the Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to the Securityholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee except as a result of negligence or
bad faith.

                                       34
<PAGE>
 
               Nothing herein contained shall be construed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities or the rights of any holder thereof or to
authorize the Trustee to vote in respect of the claim of any Securityholder in
any such proceeding.

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

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

               SECTION 5.03.  Application of Moneys Collected by Trustee.

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

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

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

               Third: In case the principal of the outstanding Securities in
respect of which moneys have been collected shall not have become due and be
unpaid, to the payment of the amounts then due and unpaid upon Securities for
principal of (and premium, if any) and interest on the Securities, in respect of
which or for the benefit of which money has been collected, ratably, without
preference of priority of any kind, according to the amounts due on such
Securities for principal (and premium, if any) and interest, respectively; and

                                       35
<PAGE>
 
               Fourth:  To the Company.

               SECTION 5.04.  Proceedings by Securityholders.

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

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

                                       36
<PAGE>
 
Securityholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

               The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Capital Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action with respect to any Event of Default under this Indenture and the
Securities.

               SECTION 5.05.  Proceedings by Trustee.

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

               SECTION 5.06.  Remedies Cumulative and Continuing.

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

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

               The holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
                                                                    --------
however, that (subject to the provisions of Section 6.01) the Trustee shall
------

                                       37
<PAGE>
 
have the right to decline to follow any such direction if the Trustee shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines that the action or proceeding so directed may not lawfully be
taken or if the Trustee in good faith by its board of directors or trustees,
executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability. Prior to any declaration
accelerating the maturity of the Securities, the holders of a majority in
aggregate principal amount of the Securities at the time outstanding may on
behalf of the holders of all of the Securities waive any past default or Event
of Default and its consequences except a default (a) in the payment of principal
of or premium, if any, or interest on any of the Securities or (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Security affected; provided, however, that if the
                                                 --------  -------   
Securities are held by Property Trustee, such waiver or modification to such
waiver shall not be effective until the holders of a majority in aggregate
liquidation amount of Trust Securities shall have consented to such waiver or
modification to such waiver; provided further, that if the consent of the holder
                             -------- -------
of each outstanding Security is required, such waiver shall not be effective
until each holder of the Trust Securities shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the holders
of the Securities shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Whenever any default or
Event of Default hereunder shall have been waived as permitted by this Section
5.07, said default or Event of Default shall for all purposes of the Securities
and this Indenture be deemed to have been cured and to be not continuing.

               SECTION 5.08.  Notice of Defaults.

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

                                       38
<PAGE>
 
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 Securityholders; and provided further, that in
the case of any default of the character specified in Section 5.01(c) no such
notice to Securityholders shall be given until at least 60 days after the
occurrence thereof but shall be given within 90 days after such occurrence.

               SECTION 5.09.  Undertaking to Pay Costs.

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


                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

               SECTION 6.01.  Duties and Responsibilities of Trustee.

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

                                       39
<PAGE>
 
               No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that

               (a)    prior to the occurrence of an Event of Default and
                      after the curing or waiving of all Events of De-
                      fault which may have occurred

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

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

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

               (c)    the Trustee shall not be liable with respect to
                      any action taken or omitted to be taken by it in
                      good faith, in accordance with the direction of
                      the Securityholders pursuant to Section 5.07,
                      relating to the time, method and place of conduct-
                      ing any proceeding for any remedy available to the
                      Trustee, or exercising any trust or power con-
                      ferred upon the Trustee, under this Indenture.

               None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance

                                       40
<PAGE>
 
of any of its duties or in the exercise of any of its rights or powers, if there
is reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.

               SECTION 6.02.  Reliance on Documents, Opinions, etc.

               Except as otherwise provided in Section 6.01:

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

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

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

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

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

                                       41
<PAGE>
 
                      rights and powers vested in it by this Indenture, and to
                      use the same degree of care and skill in their exercise,
                      as a prudent man would exercise or use under the
                      circumstances in the conduct of his own affairs;

               (f)    the Trustee shall not be bound to make any inves-
                      tigation into the facts or matters stated in any
                      resolution, certificate, statement, instrument,
                      opinion, report, notice, request, consent, order,
                      approval, bond, debenture, coupon or other paper
                      or document, unless requested in writing to do so
                      by the holders of a majority in aggregate princi-
                      pal amount of the outstanding Securities; provid-
                      ed, however, that if the payment within a reason-
                      able time to the Trustee of the costs, expenses or
                      liabilities likely to be incurred by it in the
                      making of such investigation is, in the opinion of
                      the Trustee, not reasonably assured to the Trustee
                      by the security afforded to it by the terms of
                      this Indenture, the Trustee may require reasonable
                      indemnity against such expense or liability as a
                      condition to so proceeding; and

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

               SECTION 6.03.  No Responsibility for Recitals, etc.

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

                                       42
<PAGE>
 
               SECTION 6.04.  Trustee, Authenticating Agent, Paying
                              Agents, Transfer Agents or Registrar May
                              Own Securities.

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

               SECTION 6.05.  Moneys to be Held in Trust.

               Subject to the provisions of Section 11.04, all moneys received
by the Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee and any paying agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the President or a Vice President or the Treasurer or an Assistant Treasurer of
the Company.

               SECTION 6.06.  Compensation and Expenses of Trustee.

               The Company, as borrower, covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to, such
compensation as shall be agreed to in writing between the Company and the
Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as may
arise from its negligence or bad faith. The Company also covenants to indemnify
each of the Trustee or any predecessor Trustee (and its officers, agents,
directors and employees) for, and to hold it harmless against, any and all loss,
damage, claim, liability or expense including taxes (other than taxes based on
the income of the Trustee) incurred without negligence or bad faith on the part
of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability in the premises. The obligations of the
Company under this Section 6.06 to compensate and indemnify the Trustee

                                       43
<PAGE>
 
and to pay or reimburse the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

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

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

               SECTION 6.07.  Officers' Certificate as Evidence.

               Except as otherwise provided in Sections 6.01 and 6.02, whenever
in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking
or omitting any action hereunder, such matter (unless other evidence in respect
thereof is herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

               SECTION 6.08.  Conflicting Interest of Trustee.

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

               SECTION 6.09.  Eligibility of Trustee.

               The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or
any state or territory thereof or of the District of Columbia or a corporation
or other Person permitted to act as trustee by the Commission authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000) and subject to
supervision or examination by federal, state, territo-

                                       44
<PAGE>
 
rial, or District of Columbia authority. If such corporation publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

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

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

               SECTION 6.10.  Resignation or Removal of Trustee.

               (a)    The Trustee, or any trustee or trustees hereafter
                      appointed, may at any time resign by giving writ-
                      ten notice of such resignation to the Company and
                      by mailing notice thereof to the holders of the
                      Securities at their addresses as they shall appear
                      on the Security register.  Upon receiving such
                      notice of resignation, the Company shall promptly
                      appoint a successor trustee or trustees by written
                      instrument, in duplicate, one copy of which in-
                      strument shall be delivered to the resigning
                      Trustee and one copy to the successor trustee.  If
                      no successor trustee shall have been so appointed
                      and have accepted appointment within 60 days after
                      the mailing of such notice of resignation to the
                      affected Securityholders, the resigning Trustee
                      may petition any court of competent jurisdiction
                      for the appointment of a successor trustee, or any
                      Securityholder who has been a bona fide holder of
                      a Security for at least six months may, subject to
                      the provisions of Section 5.09, on behalf of him-
                      self and all others similarly situated, petition
                      any such court for the appointment of a successor
                      trustee.  Such court may thereupon, after such
                      notice, if any, as it may deem proper and pre-
                      scribe, appoint a successor trustee.

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

                      (1)    the Trustee shall fail to comply with the
                             provisions of Section 6.08 after written request
                             therefor by the Company or by any Securityholder
                             who has been a bona fide hold-

                                       45
<PAGE>
 
                             er of a Security or Securities for at least
                             six months, or

                      (2)    the Trustee shall cease to be eligible in
                             accordance with the provisions of Section 6.09 and
                             shall fail to resign after written request therefor
                             by the Company or by any such Securityholder, or

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

                      then, in any such case, the Company may remove the Trustee
                      and appoint a successor trustee by written instrument, in
                      duplicate, one copy of which instrument shall be delivered
                      to the Trustee so removed and one copy to the successor
                      trustee, or, subject to the provisions of Section 5.09,
                      any Securityholder who has been a bona fide holder of a
                      Security for at least six months may, on behalf of himself
                      and all others similarly situated, petition any court of
                      competent jurisdiction for the removal of the Trustee and
                      the appointment of a successor trustee. Such court may
                      thereupon, after such notice, if any, as it may deem
                      proper and prescribe, remove the Trustee and appoint a
                      successor trustee.

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

               (d)    Any resignation or removal of the Trustee and appointment
                      of a successor trustee pursuant to any of the provisions
                      of this Section 6.10 shall be-

                                       46
<PAGE>
 
                      come effective upon acceptance of appointment by the
                      successor trustee as provided in Section 6.11.

               SECTION 6.11.  Acceptance by Successor Trustee.

               Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the Company or of the successor trustee,
the trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.06, execute and deliver an instrument
transferring to such successor trustee all the rights and powers of the trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring trustee thereunder. Upon
request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

               No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

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

               SECTION 6.12.  Succession by Merger, etc.

               Any corporation into which the Trustee may be merged or converted
or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder

                                       47
<PAGE>
 
without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

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

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

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

               SECTION 6.14.  Authenticating Agents.

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

                                       48
<PAGE>
 
of condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect herein specified in this Section.

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

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

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


                                   ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

               SECTION 7.01.  Action by Securityholders.

               Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities may take
any action (including the making of any demand or request, the giving of any
notice, consent or

                                       49
<PAGE>
 
waiver or the taking of any other action) the fact that at the time of taking
any such action the holders of such specified percentage have joined therein may
be evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in person or by agent or proxy appointed in
writing, or (b) by the record of such holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Eight, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

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

               SECTION 7.02.  Proof of Execution by Securityholders.

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

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

                                       50
<PAGE>
 
               SECTION 7.03.  Who Are Deemed Absolute Owners.

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

               SECTION 7.04.  Securities Owned by Company Deemed Not
                              Outstanding.

               In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent or
waiver under this Indenture, Securities which are owned by the Company or any
other obligor on the Securities or by any person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Securities shall be disregarded and deemed
not to be outstanding for the purpose of any such determination; provided that
for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities which the
Trustee actually knows are so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as outstanding for the
purposes of this Section 7.04 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee's right to vote such Securities and that the pledgee
is not the Company or any such other obligor or person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.

               SECTION 7.05.  Revocation of Consents; Future Holders Bound.

               At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Security specified in
this Indenture in connection

                                       51
<PAGE>
 
with such action, any holder of a Security (or any Security issued in whole or
in part in exchange or substitution therefor) the serial number of which is
shown by the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee at its
principal office and upon proof of holding as provided in Section 7.02, revoke
such action so far as concerns such Security (or so far as concerns the
principal amount represented by any exchanged or substituted Security). Except
as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.


                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

               SECTION 8.01.  Purposes of Meetings.

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

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

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

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

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

               SECTION 8.02.  Call of Meetings by Trustee.

               The Trustee may at any time call a meeting of Securityholders to
take any action specified in Section 8.01, to be held at such time and at such
place in the Borough of Manhat-

                                       52
<PAGE>
 
tan, The City of New York, as the Trustee shall determine. Notice of every
meeting of the Securityholders, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to holders of Securities at their addresses as they shall appear
on the Securities Register. Such notice shall be mailed not less than 20 nor
more than 180 days prior to the date fixed for the meeting.

               SECTION 8.03.  Call of Meetings by Company or Securityholders.

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

               SECTION 8.04.  Qualifications for Voting.

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

               SECTION 8.05.  Regulations.

               Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Securityholders, in regard to proof of the holding of Securities and
of the appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

               The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Securityholders as provided in Section 8.03, in which case the
Company or the Securityholders

                                       53
<PAGE>
 
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by majority vote of the meeting.

               Subject to the provisions of Section 8.04, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chairman of the meeting
to be not outstanding. The chairman of the meeting shall have no right to vote
other than by virtue of Securities held by him or instruments in writing as
aforesaid duly designating him as the person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

               SECTION 8.06.  Voting.

               The vote upon any resolution submitted to any meeting of holders
of Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. The holders of the Series A Capital
Securities and the Series B Capital Securities shall vote for all purposes as a
single class.

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

                                       54
<PAGE>
 
                                   ARTICLE IX

                                   AMENDMENTS

               SECTION 9.01.  Without Consent of Securityholders.

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

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

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

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

               (d)    to cure any ambiguity or to correct or supplement any
                      provision contained herein or in any supplemental
                      indenture which may be defective or inconsistent with any
                      other provision contained herein or in any supplemental
                      indenture, or to make such other provisions in regard to
                      matters or questions arising under this Indenture;
                      provided that any

                                       55
<PAGE>
 
                      such action shall not materially adversely affect
                      the interests of the holders of the Securities;

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

               (f)    to make provision for transfer procedures, certif-
                      ication, book-entry provisions, the form of re-
                      stricted securities legends, if any, to be placed
                      on Securities, and all other matters required
                      pursuant to Section 2.07 or otherwise necessary,
                      desirable or appropriate in connection with the
                      issuance of Securities to holders of Capital Secu-
                      rities in the event of a distribution of Securi-
                      ties by First USA Capital Trust following a Dis-
                      solution Event;

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

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

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

               Any amendment to the Indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

               SECTION 9.02.  With Consent of Securityholders.

               With the consent (evidenced as provided in Section 7.01) of the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time amend the Indenture for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the holders of the Securities; provided, however, that no such amendment shall
without the consent of the

                                       56
<PAGE>
 
holders of each Security then outstanding and affected thereby (i) extend the
Maturity Date of any Security, or reduce the rate or extend the time of payment
of interest thereon (except as contemplated by Article Sixteen), or reduce the
principal amount thereof, or reduce any amount payable on redemption thereof, or
make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Securities, or impair or affect
the right of any Securityholder to institute suit for payment thereof, or (ii)
reduce the aforesaid percentage of Securities the holders of which are required
to consent to any such amendment to the Indenture, provided, however, that if
                                                   --------  -------   
the Securities are held by First USA Capital Trust, such amendment shall not be
effective until the holders of a majority in liquidation amount of Trust
Securities shall have consented to such amendment; provided, further, that if
                                                   --------  -------
the consent of the holder of each outstanding Security is required, such
amendment shall not be effective until each holder of the Trust Securities shall
have consented to such amendment.

               Upon the request of the Company accompanied by a copy of a
resolution of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture affecting such
amendment, and upon the filing with the Trustee of evidence of the consent of
Securityholders as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture. The Trustee may receive an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

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

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

                                       57
<PAGE>
 
               SECTION 9.03.  Compliance with Trust Indenture Act;
                              Effect of Supplemental Indentures.

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

               SECTION 9.04.  Notation on Securities.

               Securities authenticated and delivered after the execution of any
supplemental indenture affecting such series pursuant to the provisions of this
Article Nine may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Securities then outstanding.

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

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


                                    ARTICLE X

                       CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

               Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company, as the case may be), or
successive consolida-

                                       58
<PAGE>
 
tions or mergers in which the Company, as the case may be, or its successor or
successors shall be a party or parties, or shall prevent any sale, conveyance,
transfer or lease of the property of the Company, as the case may be, or its
successor or successors as an entirety, or substantially as an entirety, to any
other Person (whether or not affiliated with the Company, as the case may be, or
its successor or successors) authorized to acquire and operate the same;
provided, that (a) the Company is the surviving Person, or the Person formed by
--------
or surviving any such consolidation or merger (if other than the Company) or to
which such sale, conveyance, transfer or lease of property is made is a Person
organized and existing under the laws of the United States or any State thereof
or the District of Columbia, and (b) upon any such consolidation, merger, sale,
conveyance, transfer or lease, the due and punctual payment of the principal of
(and premium, if any) and interest on the Securities according to their tenor
and the due and punctual performance and observance of all the covenants and
conditions of this Indenture to be kept or performed by the Company shall be
expressly assumed, by supplemental indenture (which shall conform to the
provisions of the Trust Indenture Act, as then in effect) satisfactory in form
to the Trustee executed and delivered to the Trustee by the Person formed by
such consolidation, or into which the Company, as the case may be, shall have
been merged, or by the Person which shall have acquired such property, (c) after
giving effect to such consolidation, merger, sale, conveyance, transfer or
lease, no Default or Event of Default shall have occurred and be continuing and
(d) such consolidation, merger, sale, conveyance, transfer or lease does not
cause the Securities to be downgraded by a nationally recognized statistical
rating organization.

               SECTION 10.02.   Successor Corporation to be Substituted
                                for Company.

               In case of any such consolidation, merger, conveyance or transfer
and upon the assumption by the successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the due and punctual payment of the principal of and premium, if any, and
interest on all of the Securities and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor Person shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of First USA, Inc., any or all of
the Securities issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee or the Authenticating Agent; and,
upon the order of such successor Person instead of the Company and subject

                                       59
<PAGE>
 
to all the terms, conditions and limitations in this Indenture prescribed, the
Trustee or the Authenticating Agent shall authenticate and deliver any
Securities which previously shall have been signed and delivered by the officers
of the Company to the Trustee or the Authenticating Agent for authentication,
and any Securities which such successor Person thereafter shall cause to be
signed and delivered to the Trustee or the Authenticating Agent for that
purpose. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.

               SECTION 10.03.  Opinion of Counsel to be Given Trustee.

               The Trustee, subject to the provisions of Sections 6.01 and 6.02,
may receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, sale, conveyance, transfer or lease, and any assumption, permitted or
required by the terms of this Article Ten complies with the provisions of this
Article Ten.


                                   ARTICLE XI

                     SATISFACTION AND DISCHARGE OF INDENTURE

               SECTION 11.01.  Discharge of Indenture.

               When (a) the Company shall deliver to the Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08) and not theretofore cancelled, or
(b) all the Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds
sufficient to pay on the Maturity Date or upon redemption all of the Securities
(other than any Securities which shall have been destroyed, lost or stolen and
which shall have been replaced or paid as provided in Section 2.08) not
theretofore cancelled or delivered to the Trustee for cancellation, including
principal and premium, if any, and interest due or to become due to the Maturity
Date or redemption date, as the case may be, but excluding, however, the amount
of any moneys for the payment of principal of or premium, if any, or interest on
the Securities (1) theretofore repaid to the Company in accordance with the
provisions of Section 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case

                                       60
<PAGE>
 
the Company shall also pay or cause to be paid all other sums payable hereunder
by the Company, then this Indenture shall cease to be of further effect except
for the provisions of Sections 2.02, 2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10
and 11.04 hereof shall survive until such Securities shall mature and be paid.
Thereafter, Sections 6.10 and 11.04 shall survive, and the Trustee, on demand of
the Company accompanied by any Officers' Certificate and an Opinion of Counsel
and at the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture, the Company,
however, hereby agreeing to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee in connection with
this Indenture or the Securities.

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

               Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S. Government Obligations have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest.

               The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations deposited pursuant to Section 11.05 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the holders of outstanding Securities.

               SECTION 11.03.   Paying Agent to Repay Moneys Held.

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

               SECTION 11.04.   Return of Unclaimed Moneys.

               Any moneys deposited with or paid to the Trustee or any paying
agent for payment of the principal of or premium, if any, or interest on
Securities and not applied but remaining unclaimed by the holders of Securities
for two years after the date upon which the principal of or premium, if any, or
interest on such Securities, as the case may be, shall have become due and pay-

                                       61
<PAGE>
 
able, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities shall thereafter look
only to the Company for any payment which such holder may be entitled to collect
and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.

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

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

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

               (2)    if the Securities are then listed on any national
                      securities exchange, the Company shall have delivered to
                      the Trustee and the Defeasance Agent, if any, an Opinion
                      of Counsel to the effect that the exercise of the option
                      under this Section 11.05 would not cause such Securities
                      to be delisted from such exchange;

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

                                       62
<PAGE>
 
               (4)    the Company shall have delivered to the Trustee and the
                      Defeasance Agent, if any, an Opinion of Counsel to the
                      effect that holders of the Securities will not recognize
                      income, gain or loss for United States federal income tax
                      purposes as a result of the exercise of the option under
                      this Section 11.05 and will be subject to United States
                      federal income tax on the same amount and in the same
                      manner and at the same times as would have been the case
                      if such option had not been exercised, and such opinion
                      shall be accompanied by a private letter ruling to that
                      effect received from the United States Internal Revenue
                      Service or a revenue ruling pertaining to a comparable
                      form of transaction to that effect published by the United
                      States Internal Revenue Service.

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

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

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

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

                                       63
<PAGE>
 
                                   ARTICLE XII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

               SECTION 12.01.  Indenture and Securities Solely Corporate
                               Obligations.

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


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS


               SECTION 13.01.  Successors.

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

               SECTION 13.02.  Official Acts by Successor Corporation.

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

               SECTION 13.03.  Surrender of Company Powers.

               The Company by instrument in writing executed by authority of 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall

                                       64
<PAGE>
 
terminate both as to the Company, as the case may be, and as to
any successor Person.

               SECTION 13.04.  Addresses for Notices, etc.

               Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by registered or certified mail in a post office letter box addressed
(until another address is filed by the Company with the Trustee for the purpose)
to the Company, 1601 Elm Street, 47th Floor, Dallas, Texas 75201, Attention:
Philip E. Taken, General Counsel. Any notice, direction, request or demand by
any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
office of the Trustee, addressed to the Trustee, 101 Barclay Street, 21 West,
New York, New York 10206, Attention: Corporate Trust - Trustee Administration.

               SECTION 13.05.  Governing Law.

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

               SECTION 13.06.  Evidence of Compliance with Conditions Precedent.

               Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the opinion of
the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

               Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not,

                                       65
<PAGE>
 
in the opinion of such person, such condition or covenant has
been complied with.

               SECTION 13.07.  Business Days.

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

               SECTION 13.08.  Trust Indenture Act to Control.

               If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with another provision included in this Indenture which
is required to be included in this Indenture by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, such required provision shall
control.

               SECTION 13.09.  Table of Contents, Headings, etc.

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

               SECTION 13.10.  Execution in Counterparts.

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

               SECTION 13.11.  Separability.

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

               SECTION 13.12.  Assignment.

               The Company will have the right at all times to assign any of its
respective rights or obligations under this Indenture to a direct or indirect
wholly owned Subsidiary of the Company,

                                       66
<PAGE>
 
provided that, in the event of any such assignment, the Company, as the case may
--------
be, will remain liable for all such obligations. Subject to the foregoing, the
Indenture is binding upon and inures to the benefit of the parties thereto and
their respective successors and assigns. This Indenture may not otherwise be
assigned by the parties thereto.

               SECTION 13.13.  Acknowledgement of Rights.

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


                                   ARTICLE XIV

                    REDEMPTION OF SECURITIES -- MANDATORY AND
                              OPTIONAL SINKING FUND

               SECTION 14.01.  Special Event Redemption.

               If a Special Event has occurred and is continuing then,
notwithstanding Section 14.02(a) but subject to Section 14.02(c), the Company
shall have the right at any time prior to the Initial Optional Redemption Date,
upon not (i) not less than 45 days written notice to the Trustee and (ii) not
less than 30 days nor more than 60 days written notice to the Securityholders,
to redeem the Securities, in whole (but not in part), within 90 days following
the occurrence of such Special Event at the Special Event Redemption Price.
Following a Special Event, the Company shall take such action as is necessary to
promptly determine the Special Event Redemption Price, including without
limitation the appointment by the Company of a Quotation Agent. The Special
Event Redemption Price shall be paid prior to 12:00 noon, New York time, on the
date of such redemption or such earlier time as the Company determines, provided
                                                                        --------
that the Company shall deposit

                                       67
<PAGE>
 
with the Trustee an amount sufficient to pay the Special Event Redemption Price
by 10:00 a.m., New York time, on the date such Special Event Prepayment Price is
to be paid.

               SECTION 14.02.  Optional Redemption by Company.

               (a) Subject to the provisions of this Article Fourteen, the
Company shall have the right to redeem the Securities, in whole or in part, from
time to time, on or after the Initial Optional Redemption Date at the optional
redemption prices set forth below (expressed as percentages of principal) plus
accrued and unpaid interest thereon (including Additional Interest and
Compounded Interest, if any) to the applicable date of redemption (the "Optional
Redemption Price") if redeemed during the 12-month period beginning January 15
of the years indicated below.


                    Year                                         Percentage
                    ----                                         ---------- 
                    2007                                         104.6650%
                    2008                                         104.1985%
                    2009                                         103.7320%
                    2010                                         103.2655%
                    2011                                         102.7990%
                    2012                                         102.3325%
                    2013                                         101.8660%
                    2014                                         101.3995%
                    2015                                         100.9330%
                    2016                                         100.4665%
                    2017 and thereafter                          100.0000%
                                                                 --------

               If the Securities are only partially redeemed pursuant to this
Section 14.02, the Securities will be redeemed pro rata or by lot or by any
                                               --- ----      
other method utilized by the Trustee; provided, that if at the time of
                                      --------      
redemption the Securities are registered as a Global Security, the Depositary
shall determine, in accordance with its procedures, the principal amount of such
Securities held by each holder of a Security to be redeemed. The Optional
Redemption Price shall be paid prior to 12:00 noon, New York time, on the date
of such redemption or at such earlier time as the Company determines, provided
                                                                      --------
that the Company shall deposit with the Trustee an amount sufficient to pay the
Optional Redemption Price by 10:00 a.m., New York time, on the date such
Optional Redemption Price is to be paid.

               (b) Notwithstanding the first sentence of Section 14.02, upon the
entry of an order for dissolution of the First USA Capital Trust by a court of
competent jurisdiction, the Securities thereafter will be subject to optional
redemption, in whole only, but not in part, on or after January 15, 2007, at the
optional redemption prices set forth in Section 14.02 and otherwise in
accordance with this Article Fourteen.

                                       68
<PAGE>
 
               (c) Any redemption of Securities pursuant to Section 14.01 or
Section 14.02 shall be subject to the receipt by the Company of any required
regulatory approval.

               SECTION 14.03.  No Sinking Fund.

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

               SECTION 14.04.  Notice of Redemption; Selection of Securities.

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

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

               On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities so called for redemption at the
appropri-

                                       69
<PAGE>
 
ate Redemption Price, together with accrued interest to the date fixed for
redemption.

               The Company will give the Trustee notice not less than 45 days
prior to the redemption date as to the aggregate principal amount of Securities
to be redeemed and the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities or portions
thereof (in integral multiples of $1,000, except as otherwise set forth in the
applicable form of Security) to be redeemed.

               SECTION 14.05.  Payment of Securities Called for Redemption.

               If notice of redemption has been given as provided in Section
14.04, the Securities or portions of Securities with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable Redemption Price, together
with interest accrued to the date fixed for redemption (subject to the rights of
holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the redemption
date), and on and after said date (unless the Company shall default in the
payment of such Securities at the Redemption Price, together with interest
accrued to said date) interest on the Securities or portions of Securities so
called for redemption shall cease to accrue. On presentation and surrender of
such Securities at a place of payment specified in said notice, the said
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable Redemption Price, together with interest accrued
thereon to the date fixed for redemption (subject to the rights of holders of
Securities on the close of business on a regular record date in respect of an
Interest Payment Date occurring on or prior to the redemption date).

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


                                   ARTICLE XV

                           SUBORDINATION OF SECURITIES

               SECTION 15.01.  Agreement to Subordinate.

               The Company covenants and agrees, and each holder of Securities
issued hereunder likewise covenants and agrees, that

                                       70
<PAGE>
 
the Securities shall be issued subject to the provisions of this Article
Fifteen; and each holder of a Security, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions.

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

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

               SECTION 15.02.  Default on Senior Indebtedness.

               No payment of principal (including redemption payments) of,
premium, if any, or interest on the Securities may be made at any time when (i)
any Senior Indebtedness is not paid when due, (ii) any applicable grace period
with respect to such default has ended and such default has not been cured or
waived or ceased to exist, or (iii) the maturity of any Senior Indebtedness has
been accelerated because of a default.

               In the event of the acceleration of the maturity of the
Securities, then no payment shall be made by the Company with respect to the
principal (including redemption payments) of or premium, if any, or interest on
the Securities until the holders of all Senior Indebtedness outstanding at the
time of such acceleration shall receive payment in full of all amounts due in
respect of such Senior Indebtedness (including any amounts due upon
acceleration).

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

                                       71
<PAGE>
 
               SECTION 15.03.  Liquidation; Dissolution; Bankruptcy.

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

               In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee before all amounts in respect of Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness
remaining unpaid to the extent necessary to pay all amounts in respect of such
Senior Indebtedness in full in money in accordance with its terms, after giving

                                       72
<PAGE>
 
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Senior Indebtedness.

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

               SECTION 15.04.   Subrogation.

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

                                       73
<PAGE>
 
hand, and the holders of such Senior Indebtedness on the other hand.

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

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

               SECTION 15.05.  Trustee to Effectuate Subordination.

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

                                       74
<PAGE>
 
               SECTION 15.06.  Notice by the Company.

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

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

                                       75
<PAGE>
 
               Upon any payment or distribution of assets of the Company
referred to in this Article Fifteen, the Trustee and the Securityholders shall
be entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the 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 Fifteen.

               SECTION 15.07.  Rights to the Trustee; holders of Senior
                               Indebtedness.

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

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

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

               SECTION 15.08.  Subordination May Not Be Impaired.

               No right of any present or future holder of any Senior
Indebtedness of the Company to enforce subordination as herein provided shall at
any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company, as the

                                       76
<PAGE>
 
case may be, or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Company, as the case may be, with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
that any such holder may have or otherwise be charged with.

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


                                   ARTICLE XVI

                      EXTENSION OF INTEREST PAYMENT PERIOD

               SECTION 16.01.  Extension of Interest Payment Period.

               So long as no Event of Default has occurred and is continuing,
the Company shall have the right, at any time and from time to time during the
term of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "Extended Interest Payment Period"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
                                                              -------- ----   
Extended Interest Payment Period may extend beyond the Maturity Date. To the
extent permitted by applicable law, interest, the payment of which has been
deferred because of the extension of the interest payment period pursuant to
this Section 16.01, will bear interest thereon at the Coupon Rate compounded
semi-annually for each semi-annual period of the Extended Interest Payment
Period ("Compounded Interest"). At the end of the Extended Interest Payment
Period, the Company shall pay all interest accrued and unpaid on the Securities,
including any Additional Interest and Compounded Interest (together, "Deferred
Interest") that shall be payable to

                                       77
<PAGE>
 
the holders of the Securities in whose names the Securities are registered in
the Security Register on the first record date after the end of the Extended
Interest Payment Period. Before the termination of any Extended Interest Payment
Period, the Company may further defer payments of interest by further extending
such period, provided that such period, together with all such previous and
             --------   
further extensions within such Extended Interest Payment Period, shall not
exceed 10 consecutive semi-annual periods, including the first such semi-annual
period during such Extended Interest Payment Period, or extend beyond the
Maturity Date. Upon the termination of any Extended Interest Payment Period and
the payment of all Deferred Interest then due, the Company may commence a new
Extended Interest Payment Period, subject to the foregoing requirements. No
interest shall be due and payable during an Extended Interest Payment Period,
except at the end thereof, but the Company may prepay at any time all or any
portion of the interest accrued during an Extended Interest Payment Period.

               SECTION 16.02.  Notice of Extension.

               (a) If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such Extended Interest
Payment Period five Business Days before the earlier of (i) the next succeeding
date on which distributions on the Trust Securities issued by First USA Capital
Trust are payable, or (ii) the date the Trust is required to give notice of the
record date, or the date such Distributions are payable, to any national
securities exchange or to holders of the Capital Securities issued by the Trust,
but in any event at least five Business Days before such record date.

               (b) If the Property Trustee is not the only holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give the holders of the Securities and the Trustee written
notice of its selection of such Extended Interest Payment Period at least 10
Business Days before the earlier of (i) the next succeeding Interest Payment
Date, or (ii) the date the Company is required to give notice of the record or
payment date of such interest payment to any national securities exchange.

               (c) The semi-annual period in which any notice is given pursuant
to paragraphs (a) or (b) of this Section 16.02 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under Section 16.01.

                                       78
<PAGE>
 
               The Bank of New York hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

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


                                            FIRST USA, INC.


                                            By /s/ Philip E. Taken
                                               ----------------------------
                                               Name:
                                               Title:




                                            THE BANK OF NEW YORK,
                                            as Property Trustee


                                            By /s/ Stephen J. Giurlando
                                               ------------------------------
                                               Name: Stephen J. Giurlando
                                               Title: Assistant Vice President

                                       79
<PAGE>
 
                                    EXHIBIT A
                                    ---------
                           (FORM OF FACE OF SECURITY)


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

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

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

               THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE
ORIGINAL ISSUANCE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
"AFFILIATE" OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
THIS SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THIS
SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE

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



No.                                                    CUSIP No. ______________

                                      A-2
<PAGE>
 
                                 FIRST USA, INC.

           9.33% SERIES ___ JUNIOR SUBORDINATED DEFERRABLE INTEREST
                        DEBENTURE DUE JANUARY 15, 2027

               First USA, Inc., a Delaware corporation (the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to ______________ or registered
assigns, the principal sum of _____________ Dollars on January 15, 2027 (the
"Maturity Date"), unless previously redeemed, and to pay interest on the
outstanding principal amount hereof from December 20, 1996, or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, semi-annually (subject to
deferral as set forth herein) in arrears on January 15 and July 15 of each year,
commencing July 15, 1997 at the rate of 9.33% per annum until the principal
hereof shall have become due and payable, and on any overdue principal and
premium, if any, and (without duplication and to the extent that payment of such
interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months and, for any period less than a full
calendar month, the number of days elapsed in such month. In the event that any
date on which the principal of (or premium, if any) or interest on this Security
is payable is not a Business Day, then payment payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), with the same force and effect as
if made on such date.

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

                                      A-3
<PAGE>
 
               The principal of (and premium, if any) and interest on this
Security shall be payable at the office or agency of the Trustee maintained for
that purpose in any coin or currency of the United States of America that at the
time of payment is legal tender for payment of public and private debts;
provided, however, that, payment of interest may be made at the option of the
--------  -------
Company by (i) check mailed to the holder at such address as shall appear in the
Security Register or (ii) by transfer to an account maintained by the Person
entitled thereto, provided that proper written transfer instructions have been
received by the relevant record date. Notwithstanding the foregoing, so long as
the Holder of this Security is the Property Trustee, the payment of the
principal of (and premium, if any) and interest on this Security will be made at
such place and to such account as may be designated by the Property Trustee.

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

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



                 

                                      A-4
<PAGE>
 
               The provisions of this Security are continued on the reverse side
hereof and such provisions shall for all purposes have the same effect as though
fully set forth at this place.

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

                                            FIRST USA, INC.

                                            By: ____________________________
                                                Name:
                                                Title


Attest:

By: _______________________
    Name:
    Title:



                    (FORM OF CERTIFICATE OF AUTHENTICATION)

                         CERTIFICATE OF AUTHENTICATION

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

Dated ______________

THE BANK OF NEW YORK,
as Trustee


By____________________
  Authorized Signatory

                                      A-5
<PAGE>
 
                          (FORM OF REVERSE OF SECURITY)

               This Security is one of the Securities of the Company (herein
sometimes referred to as the "Securities"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of December
20, 1996 (the "Indenture"), duly executed and delivered between the Company and
The Bank of New York, as Trustee (the "Trustee"), to which Indenture reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Securities.

               Upon the occurrence and continuation of a Special Event, the
Company shall have the right at any time prior to January 15, 2007 (the "Initial
Optional Redemption Date") to redeem this Security in whole (but not in part) at
the Special Event Redemption Price. "Special Event Redemption Price" shall mean,
with respect to any redemption of the Securities following a Special Event, an
amount in cash equal to the greater of (i) 100% of the principal amount to be
redeemed or (ii) the sum, as determined by a Quotation Agent, of the present
values of the principal amount and premium payable with respect to an Optional
Redemption (as defined below) on the Initial Optional Redemption Date, together
with scheduled payments of interest on the Securities from the redemption date
to and including the Initial Optional Redemption Date, discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus, in each case, any
accrued and unpaid interest thereon, including Compounded Interest and
Additional Interest, if any, to the date of such redemption.

               In addition, the Company shall have the right to redeem this
Security, in whole or in part, at any time on or after the Initial Optional
Redemption Date (an "Optional Redemption"), at the Optional Redemption Price as
set forth below (expressed as percentages of principal to be redeemed) plus
accrued and unpaid interest thereon (including Additional Interest and
Compounded Interest, if any) to the applicable date of redemption if redeemed
during the 12-month period beginning January 15 of the years indicated below.

                        Year                                  Percentage
                        ----                                  ----------
                        2007                                   104.6650%
                        2008                                   104.1985%
                        2009                                   103.7320%
                        2010                                   103.2655%
                        2011                                   102.7990%
                        2012                                   102.3325%
                        2013                                   101.8660%
                        2014                                   101.3995%
                        2015                                   100.9330%
                        2016                                   100.4665%
                        2017 and thereafter                    100.0000%

                                      A-6
<PAGE>
 
               The Optional Redemption Price or the Special Event Redemption
Price, as the case requires, shall be paid prior to 12:00 noon, New York time,
on the date of such redemption or at such earlier time as the Company
determines, provided, that the Company shall deposit with the Trustee an amount
sufficient to pay the applicable Redemption Price by 10:00 a.m., New York City
time, on the date such Redemption Price is to be paid. Any redemption pursuant
to this paragraph will be made upon not less than 30 days nor more than 60 days
notice. If the Securities are only partially redeemed by the Company pursuant to
an Optional Redemption, the Securities will be redeemed pro rata or by lot or by
                                                        --- ----
any other method utilized by the Trustee; provided that if, at the time of
                                          --------
redemption, the Securities are registered as a Global Security, the Depositary
shall determine the particular Securities to be redeemed in accordance with its
procedures.

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

               Notwithstanding the foregoing, any redemption of Securities by
the Company shall be subject to the receipt by the Company of any required
regulatory approval.

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

               The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time outstanding, as defined in the Indenture,
to execute supplemental indentures for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of modifying in any manner the rights of the holders of the Securities;
provided, however, that no such supplemental indenture shall, without the
consent of each holder of Securities then outstanding and affected thereby, (i)
extend the Maturity Date of any Securities, or reduce the principal amount
thereof, or reduce any amount payable on redemption thereof, or reduce the rate
or extend the time of payment of interest thereon (subject to Article Sixteen of
the Indenture), or make the principal of, or interest or premium on, the
Securities payable in any coin or currency other than U.S. dollars, or impair or
affect the right of any holder of Securities to institute suit for the payment
thereof, or (ii) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture. The Indenture
also contains provisions permitting the holders of a majority in aggregate
principal amount of the Securities at the

                                      A-7
<PAGE>
 
time outstanding affected thereby, on behalf of all of the holders of the
Securities, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or premium, if
any, or interest on any of the Securities or a default in respect of any
covenant or provision under which the Indenture cannot be modified or amended
without the consent of each holder of Securities then outstanding. Any such
consent or waiver by the holder of this Security (unless revoked as provided in
the Indenture) shall be conclusive and binding upon such Holder and upon all
future holders and owners of this Security and of any Security issued in
exchange heretofore or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such consent or
waiver is made upon this Security.

               No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Security at the time and place and at the
rate and in the money herein prescribed.

               The Company shall have the right, at any time and from time to
time during the term of the Securities, to defer payments of interest by
extending the interest payment period of such Securities for a period not
exceeding 10 consecutive semi-annual periods, including the first such
semi-annual period during such extension period, and not to extend beyond the
Maturity Date of the Securities (an "Extended Interest Payment Period"), at the
end of which period the Company shall pay all interest then accrued and unpaid
(together with interest thereon at the rate specified for the Securities to the
extent that payment of such interest is enforceable under applicable law).
Before the termination of any such Extended Interest Payment Period, the Company
may further defer payments of interest by further extending such Extended
Interest Payment Period, provided that such Extended Interest Payment Period,
                         --------
together with all such previous and further extensions within such Extended
Interest Payment Period, shall not exceed 10 consecutive semi-annual periods,
including the first semi-annual period during such Extended Interest Payment
Period, or extend beyond the Maturity Date of the Securities. Upon the
termination of any such Extended Interest Payment Period and the payment of all
accrued and unpaid interest and any additional amounts then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements.

               The Company has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock (which
includes common and preferred stock) or (ii) make any payment of principal,
interest or premium, if any,

                                      A-8
<PAGE>
 
on or repay or repurchase or redeem any debt securities of the Company that rank
pari passu with or junior in right of payment to the Securities or (iii) make
any guarantee payments with respect to any guarantee by the Company of the debt
securities or any Subsidiary of the Company (including any Other Guarantees) if
such guarantee ranks pari passu or junior in right of payment to the Securities
(other than (a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock of the Company; (b)
any declaration of a dividend in connection with the implementation of a
stockholder's rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto; (c)
payments under the Capital Securities Guarantee; (d) as a result of a
reclassification of the Company's capital stock or the exchange or the
conversion of one class or series of the Company's capital stock for another
class or series of the Company's capital stock; (e) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the exchange or
conversion of such capital stock or the security being exchanged or converted
and (f) purchases of Common Stock related to the issuance of Common Stock or
rights under any of the Company's benefit plans for its directors, officers or
employees or any of the Company's dividend reinvestment plans) if at such time
(i) there shall have occurred any event of which the Company has actual
knowledge that (a) is, or with the giving of notice or the lapse of time, or
both, would be, an Event of Default and (b) in respect of which the Company
shall not have taken reasonable steps to cure, (ii) if such Securities are held
by First USA Capital Trust, the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee or (iii) the
Company shall have given notice of its election of the exercise of its right to
extend the interest payment period and any such extension shall be continuing.

               The Securities are issuable only in registered form without
coupons in denominations of $1,000.00 and any integral multiple thereof. As
provided in the Indenture and subject to the transfer restrictions limitations
as may be contained herein and therein from time to time, this Security is
transferable by the holder hereof on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the office or agency
of the Trustee in the City and State of New York accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company or the
Trustee duly executed by the holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of authorized denominations
and for the same aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be made for any
such transfer, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in relation thereto.

                                      A-9
<PAGE>
 
               Prior to due presentment for registration of transfer of this
Security, the Company, the Trustee, any paying agent and the registrar may deem
and treat the holder hereof as the absolute owner hereof (whether or not this
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any registrar shall be affected by any
notice to the contrary.

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

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

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

                                      A-10