<PAGE>
                                                                    EXHIBIT 4.11

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                       THE BANK OF NEW YORK COMPANY, INC.

                                       TO

                  NATIONSBANK OF GEORGIA, NATIONAL, ASSOCIATION
                                     Trustee

                                   ----------

                                    INDENTURE

                           Dated as of October 1, 1993

                                   ----------

================================================================================

<PAGE>

                       THE BANK OF NEW YORK COMPANY, INC.
                 Certain Sections of this Indenture relating to
                   Sections 310 through 318, inclusive, of the
                          Trust Indenture Act of 1939:

Trust Indenture
  Act Section                                                  Indenture Section

(S) 310(a)(1) ..............................................   609
       (a)(2) ..............................................   609
       (a)(3) ..............................................   Not Applicable
       (a)(4) ..............................................   Not Applicable
       (b)    ..............................................   608
                                                               610
(S) 311(a)    ..............................................   613
       (b)    ..............................................   613
(S) 312(a)    ..............................................   701
                                                               702(a)
       (b)    ..............................................   702(b)
       (c)    ..............................................   702(c)
(S) 313(a)    ..............................................   703(a)
       (b)    ..............................................   703(a)
       (c)    ..............................................   703(a)
       (d)    ..............................................   703(b)
(S) 314(a)    ..............................................   704
       (a)(4) ..............................................   101
                                                               1004
       (b)    ..............................................   Not Applicable
       (c)(1) ..............................................   102
       (c)(2) ..............................................   102
       (c)(3) ..............................................   Not Applicable
       (d)    ..............................................   Not Applicable
       (e)    ..............................................   102
(S) 315(a)    ..............................................   601
       (b)    ..............................................   602
       (c)    ..............................................   601
       (d)    ..............................................   601
       (e)    ..............................................   514
(S) 316(a)    ..............................................   101
       (a)(1)(A) ...........................................   502
                                                               512
       (a)(1)(B) ...........................................   513
          (a)(2) ...........................................   Not Applicable
          (b) ..............................................   508
          (c) ..............................................   104(c)
(S) 317(a)(1) ..............................................   503
       (a)(2) ..............................................   504
       (b)    ..............................................   1003
(S) 318(a)    ..............................................   107

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

                                      -2-

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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----

PARTIES ......................................................................1
RECITALS OF THE COMPANY ......................................................1

                                   ARTICLE ONE
                                   -----------

     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.    Definitions: .................................................1
                Act ..........................................................2
                Affiliate; control ...........................................2
                Authenticating Agent .........................................2
                Authorized Officer ...........................................2
                Bank .........................................................2
                Board of Directors ...........................................3
                Board Resolution .............................................3
                Business Day .................................................3
                Commission ...................................................3
                Company ......................................................3
                Company Request; Company Order ...............................3
                Corporate Trust Office .......................................3
                corporation ..................................................3
                covenant defeasance ..........................................3
                Default ......................................................4
                Defaulted Interest ...........................................4
                defeasance ...................................................4
                Depositary ...................................................4
                Entitled Persons .............................................4
                Event of Default .............................................4
                Excess Proceeds ..............................................4
                Existing Subordinated Indebtedness............................4
                Global Security ..............................................4
                Holder .......................................................4
                indebtedness for money borrowed...............................4
                Indenture ....................................................5
                interest .....................................................5
                Interest Payment Date ........................................5
                Maturity .....................................................5
                Officers' Certificate ........................................5
                Opinion of Counsel ...........................................5
                Original Issue Discount Security .............................5
                Other Financial Obligations ..................................6
                Outstanding ..................................................6
                Paying Agent .................................................7

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -ii-

                                                                            Page
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                Person .......................................................7
                Place of Payment .............................................7
                Predecessor Security .........................................8
                Redemption Date ..............................................8
                Redemption Price .............................................8
                Regular Record Date ..........................................8
                Responsible Officer ..........................................8
                Securities ...................................................8
                Security Register and Security
                  Registrar ..................................................8
                Senior Indebtedness ..........................................8
                Special Record Date ..........................................9
                Stated Maturity ..............................................9
                Subsidiary; voting stock .....................................9
                Trustee ......................................................9
                Trust Indenture Act ..........................................9
                U.S. Government Obligations ..................................9
                Vice President ..............................................10
Section 102.    Compliance Certificates and Opinions ........................10
Section 103.    Form of Documents Delivered to Trustee ......................10
Section 104.    Acts of Holders; Record Dates ...............................11
Section 105.    Notices, Etc., to Trustee and company .......................13
Section 106.    Notice to Holders; Waiver ...................................13
Section 107.    Conflict with Trust Indenture Act ...........................14
Section 108.    Effect of Headings and Table of Contents ....................14
Section 109.    Successors and Assigns ......................................14
Section 110.    Separability Clause .........................................14
Section 111.    Benefits of Indenture .......................................14
Section 112.    Governing Law ...............................................14
Section 113.    Legal Holidays ..............................................15

                                   ARTICLE TWO
                                   -----------

                                 SECURITY FORMS

Section 201.    Forms Generally .............................................15
Section 202.    Form of Face of Security ....................................16
Section 203.    Form of Reverse of Security .................................18
Section 204.    Additional Provisions Required in Global Security ...........24

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -iii-

                                                                            Page
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Section 205.    Form of Trustee's Certificate of Authentication .............24

                                  ARTICLE THREE
                                  -------------

                                 THE SECURITIES

Section 301.    Amount Unlimited; Issuable in Series ........................25
Section 302.    Denominations ...............................................28
Section 303.    Execution, Authentication, Delivery and Dating ..............28
Section 304.    Temporary Securities ........................................30
Section 305.    Registration, Registration of Transfer and Exchange .........31
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities ............33
Section 307.    Payment of Interest; Interest Rights Preserved ..............34
Section 308.    Persons Deemed Owners .......................................36
Section 309.    Cancellation ................................................36
Section 310.    Computation of Interest .....................................37

                                  ARTICLE FOUR
                                  ------------

                           SATISFACTION AND DISCHARGE

Section 401.    Satisfaction and Discharge of Indenture .....................37
Section 402.    Application of Trust Money ..................................38

                                  ARTICLE FIVE
                                  ------------

                                    REMEDIES

Section 501.    Events of Default ...........................................39
Section 502.    Acceleration of Maturity; Rescission and Annulment ..........41
Section 503.    Collection of Indebtedness and Suits for Enforcement by
                  Trustee ...................................................43
Section 504.    Trustee May File Proofs of Claim ............................46

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -iv-
                                                                            Page
                                                                            ----

Section 505.    Trustee May Enforce Claims Without Possession of
                  Securities ................................................47
Section 506.    Application of Money Collected ..............................47
Section 507.    Limitation on Suits .........................................48
Section 508.    Unconditional Right of Holders to Receive Principal,
                  Premium and Interest ......................................49
Section 509.    Restoration of Rights and Remedies ..........................49
Section 510.    Rights and Remedies Cumulative ..............................49
Section 511.    Delay or Omission Not Waiver ................................49
Section 512.    Control by Holders ..........................................50
Section 513.    Waiver of Past Defaults .....................................51
Section 514.    Undertaking for Costs .......................................51
Section 515.    Waiver of Stay or Extension Laws ............................52

                                   ARTICLE SIX
                                   -----------

                                   THE TRUSTEE

Section 601.    Certain Duties and Responsibilities .........................52
Section 602.    Notice of Defaults ..........................................53
Section 603.    Certain Rights of Trustee ...................................53
Section 604.    Not Responsible for Recitals or Issuance of Securities ......55
Section 605.    May Hold Securities .........................................55
Section 606.    Money Held in Trust .........................................55
Section 607.    Compensation and Reimbursement ..............................55
Section 608.    Disqualification; Conflicting Interests .....................56
Section 609.    Corporate Trustee Required; Eligibility .....................56
Section 610.    Resignation and Removal; Appointment of Successor ...........57
Section 611.    Acceptance of Appointment by Successor ......................59
Section 612.    Merger, Conversion, Consolidation or Succession to
                  Business ..................................................60
Section 613.    Preferential Collection of Claims Against Company ...........60
Section 614.    Appointment of Authenticating Agent .........................61

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -v-

                                                                            Page
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                                  ARTICLE SEVEN
                                  -------------

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.    Company to Furnish Trustee Names and Addresses of
                  Holders ...................................................63
Section 702.    Preservation of Information; Communications to Holders ......64
Section 703.    Reports by Trustee ..........................................64
Section 704.    Reports by Company ..........................................64

                                  ARTICLE EIGHT
                                  -------------

                CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.    Company May Consolidate, Etc., Only on Certain Terms ........65
Section 802.    Successor Substituted .......................................66

                                  ARTICLE NINE
                                  ------------

                             SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures Without Consent of Holders ..........66
Section 902.    Supplemental Indentures with Consent of Holders .............68
Section 903.    Execution of Supplemental Indentures ........................70
Section 904.    Effect of Supplemental Indentures ...........................70
Section 905.    Conformity with Trust Indenture Act .........................70
Section 906.    Reference in Securities to Supplemental Indentures ..........70
Section 907.    Subordination Unimpaired ....................................71

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -vi-

                                                                            Page
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                                   ARTICLE TEN
                                   -----------

                                    COVENANTS

Section 1001.   Payment of Principal, Premium and Interest ..................71
Section 1002.   Maintenance of Office or Agency .............................71
Section 1003.   Money for Securities Payments to Be Held in Trust ...........72
Section 1004.   Statement by Officers as to Default .........................73
Section 1005.   Payment of Taxes and Other Claims ...........................74
Section 1006.   Existence ...................................................74
Section 1007.   Waiver of Certain Covenants .................................74

                                 ARTICLE ELEVEN
                                 --------------

                            REDEMPTION OF SECURITIES

Section 1101.   Applicability of Article ....................................75
Section 1102.   Election to Redeem; Notice to Trustee .......................75
Section 1103.   Selection by Trustee of Securities to Be Redeemed ...........76
Section 1104.   Notice of Redemption ........................................76
Section 1105.   Deposit of Redemption Price .................................77
Section 1106.   Securities Payable on Redemption Date .......................77
Section 1107.   Securities Redeemed in Part .................................78

                                 ARTICLE TWELVE
                                 --------------

                                  SINKING FUNDS

Section 1201.   Applicability of Article ....................................78
Section 1202.   Satisfaction of Sinking Fund Payments with Securities .......79
Section 1203.   Redemption of Securities for Sinking Fund ...................79

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

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                                      -vii-

                                                                            Page
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                                ARTICLE THIRTEEN
                                ----------------

                           SUBORDINATION OF SECURITIES

Section 1301.   Securities Subordinate to Senior Indebtedness ...............80
Section 1302.   Payment Over of Proceeds Upon Dissolution, Etc ..............80
Section 1303.   Prior Payment to Senior Indebtedness Upon Acceleration of
                  Securities ................................................81
Section 1304.   No Payment When Senior Indebtedness in Default ..............82
Section 1305.   Payment Permitted If No Default .............................83
Section 1306.   Subrogation to Rights of Holders of Senior Indebtedness .....83
Section 1307.   Provisions Solely to Define Relative Rights .................84
Section 1308.   Trustee to Effectuate Subordination and Payment
                  Provisions ................................................84
Section 1309.   No Waiver of Subordination Provisions .......................85
Section 1310.   Notice to Trustee; Trustee Not Charged with Knowledge of
                  Prohibition ...............................................85
Section 1311.   Reliance on Judicial Order or Certificate of
                  Liquidating Agent .........................................86
Section 1312.   Trustee Not Fiduciary for Holders of Senior Indebtedness
                  or Entitled Persons .......................................86
Section 1313.   Rights of Trustee as Holder of Senior Indebtedness or
                  Entitled Person; Preservation of Trustee's Rights .........87
Section 1314.   Article Applicable to Paying Agents .........................87
Section 1315.   Securities to Rank Pari Passu with Existing Subordinated
                                   ---- -----
                  Indebtedness; Payment of Proceeds in Certain Cases ........87

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

<PAGE>

                                     -viii-

                                                                            Page
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                                ARTICLE FOURTEEN
                                ----------------

                       DEFEASANCE AND COVENANT DEFEASANCE

Section 1401.   Applicability of Article; Company's Option to Effect
                  Defeasance or Covenant Defeasance .........................90
Section 1402.   Defeasance and Discharge ....................................90
Section 1403.   Covenant Defeasance .........................................91
Section 1404.   Conditions to Defeasance or Covenant Defeasance .............91
Section 1405.   Deposited Money and U.S. Government Obligations to Be
                  Held in Trust; Other Miscellaneous Provisions .............94

TESTIMONIUM .................................................................96
SIGNATURES AND SEALS ........................................................96
ACKNOWLEDGMENTS .............................................................97

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NOTE: This table of contents shall not, for any purpose, be deemed to be a part
      of the Indenture.

<PAGE>

          INDENTURE, dated as of October 1, 1993, between THE BANK OF NEW YORK
COMPANY, INC., a corporation duly organized and existing under the laws of the
State of New York (herein called the "Company"), having its principal office at
48 Wall Street, New York, New York 10286, and NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, a national banking association duly organized and existing under
the laws of the United States of America, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

          All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

Section 101. Definitions.
             -----------

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

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

          (2) all other terms used herein which are defined in the Trust
     Indenture Act,

<PAGE>

     either directly or by reference therein, have the meanings assigned to them
     therein;

          (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation; and

          (4) 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.

          "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

          "Authorized Officer" means any officer of the Company designated by a
resolution of the Board of Directors to take certain actions as specified in
this Indenture.

          "Bank" means The Bank of New York and its successors (whether by
consolidation, merger, conversion, transfer of substantially all their assets
and business or otherwise) so long as The Bank of New York or any successor is a
Subsidiary.

                                       -2-

<PAGE>

          "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

          "Board Resolution" means 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, or by action of an Authorized Officer designated as such
pursuant to a resolution of 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", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

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

          "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Deputy
Chairman or Vice Chairman of the Board, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

          "Corporate Trust Office" means the principal office of the Trustee in
Atlanta, Georgia at which at any particular time its corporate trust business
shall be administered.

          "corporation" means a corporation, association, company, joint-stock
company, limited liability company or business trust.

          "covenant defeasance" has the meaning specified in Section 1403.

                                       -3-

<PAGE>

          "Default" has the meaning specified in Section 503.

          "Defaulted Interest" has the meaning specified in Section 307.

          "defeasance" has the meaning specified in Section 1402.

          "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301.

          "Entitled Persons" means any person entitled to payment pursuant to
the terms of Other Financial Obligations.

          "Event of Default" has the meaning specified in Section 501.

          "Excess Proceeds" has the meaning specified in Section 1315(c).

          "Existing Subordinated Indebtedness" means, unless otherwise
determined with respect to any series of Securities pursuant to Section 301, the
Company's Floating Rate Subordinated Capital Notes Due 1997, Irving Bank
Corporation's obligations, assumed by the Company, under Irving's $200,000,000
Floating Rate Subordinated Capital Notes due May 1997, the Company's
$250,000,000 7 1/2% Convertible Subordinated Debentures due 2001, the Company's
$350,000,000 7 5/8% Subordinated Notes due 2002, the Company's $250,000,000
7 7/8% Subordinated Notes due 2002, and the Company's $300,000,000 6 5/8%
Subordinated Notes due 2003.

          "Global Security" means a Security in the form prescribed in Section
204 evidencing all or part of a series of Securities, issued to the Depositary
for such series or its nominee, and registered in the name of such Depositary or
nominee.

          "Holder" means a Person in whose name a Security is registered in the
Security Register.

          "indebtedness for money borrowed", when used with respect to the
Company, means 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, and any

                                      -4-

<PAGE>

deferred obligation of, or any such obligation guaranteed by, the Company for
the payment of the purchase price of property or assets.

          "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities, or of particular Securities of any series, established as
contemplated by Section 301.

          "interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

          "Interest Payment Date", when used with respect to any Security, means
the Stated Maturity of an instalment of interest on such Security.

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

          "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the Deputy Chairman, the Comptroller, a Vice Chairman of the Board,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

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

          "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502.

                                      -5-

<PAGE>

          "Other Financial Obligations" means, unless otherwise determined with
respect to any series of Securities pursuant to Section 301, all obligations to
make payment pursuant to the terms of financial instruments, such as (i)
securities contracts and foreign currency exchange contracts, (ii) derivative
instruments, such as swap agreements (including interest rate and foreign
exchange rate swap agreements), cap agreements, floor agreements, collar
agreements, interest rate agreements, foreign exchange rate agreements, options,
commodity futures contracts, commodity options contracts and (iii) in the case
of both (i) and (ii) above, similar financial instruments other than (A)
obligations on account of Senior Indebtedness and (B) obligations on account of
indebtedness for money borrowed ranking pari passu with or subordinate to the
                                        ---- -----
Securities.

          "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:
                      ------

          (i) Securities theretofore cancelled by the Trustee or delivered to
     the Trustee for cancellation; and

          (ii) Securities for whose payment or redemption money in the necessary
     amount has been theretofore deposited with the Trustee or any Paying Agent
     (other than the Company) in trust or set aside and segregated in trust by
     the Company (if the Company shall act as its own Paying Agent) for the
     Holders of such Securities; provided that, if such Securities are to be
                                 --------
     redeemed, notice of such redemption has been duly given pursuant to this
     Indenture or provision therefor satisfactory to the Trustee has been made;
     and

          (iii) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company; and

                                      -6-

<PAGE>

          (iv) Securities which have been defeased pursuant to Section 1402
     hereof;

provided, however, that in determining whether the Holders of the requisite
--------  ------
principal amount of the outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 301 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate
of the Company or of such other obligor shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which the Trustee knows to be so
owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

          "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

          "Person" means any individual, corporation, partnership, joint
venture, trust, unincorporated organization or government or any agency or
political subdivision thereof.

          "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 301.

                                      -7-

<PAGE>

          "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

          "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

          "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

          "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 301.

          "Responsible Officer", when used with respect to the Trustee, means
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 secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other 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.

          "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

          "Senior Indebtedness" means, unless otherwise determined with respect
to any series of Securities pursuant to Section 301, the principal of, and
premium, if any, and interest on (a) all indebtedness of the Company for money
borrowed, whether outstanding on the date of execution of this Indenture or
thereafter created, assumed or incurred, except (i) such indebtedness as is by
its terms expressly

                                      -8-

<PAGE>

stated to be junior in right of payment to the Securities, and (ii) such
indebtedness as is by its terms expressly stated to rank pari passu in right of
                                                         ---- -----
payment with the Securities, and (b) any deferrals, renewals or extensions of
any such Senior Indebtedness, provided, however, that Senior Indebtedness shall
                              --------  -------
not include any obligations on account of Existing Subordinated Indebtedness.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

          "Stated Maturity", when used with respect to any Security or any
instalment of principal thereof or interest thereon, means the date specified in
such Security as the fixed date on which the principal of such Security or such
instalment of principal or interest is due and payable.

          "Subsidiary" means a corporation or other entity more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting stock" means
stock or other equity interest which ordinarily has voting power for the
election of directors or persons performing similar functions, whether at all
times or only so long as no senior class of stock or other equity interest has
such voting power by reason of any contingency.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
                                                            --------  -------
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

          "U.S. Government Obligations" has the meaning specified in Section
1404(1).

                                      -9-

<PAGE>

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

Section 102. Compliance Certificates and Opinions.
             ------------------------------------

          Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

          Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include

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

          (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 each such individual, he has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

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

Section 103. Form of Documents Delivered to Trustee.
             --------------------------------------

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one

                                      -10-

<PAGE>

document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents.

          Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Section 104. Acts of Holders; Record Dates.
             -----------------------------

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by

                                      -11-

<PAGE>

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

          (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities of any series entitled to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action, or to
vote on any action, authorized or permitted to be given or taken by Holders of
Securities of such series. If not set by the Company prior to the first
solicitation of a Holder of Securities of such series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders required to be provided
pursuant to Section 701) prior to such first solicitation or vote, as the case
may be. With regard to any record date for action to be taken by the Holders of
one or more series of Securities, only the Holders of Securities of such series
on such date (or their duly designated proxies) shall be entitled to give or
take, or vote on, the relevant action.

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

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

                                      -12-

<PAGE>

Section 105. Notices, Etc., to Trustee and Company.
             -------------------------------------

          Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

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

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

Section 106. Notice to Holders: Waiver.
             -------------------------

          Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at his address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the

                                      -13-

<PAGE>

Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.
             ---------------------------------

          If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act, to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

Section 108. Effect of Headings and Table of Contents.
             ----------------------------------------

          The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 109. Successors and Assigns.
             ----------------------

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

Section 110. Separability Clause.
             -------------------

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

Section 111. Benefits of Indenture.
             ---------------------

          Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness, the Holders and, subject to
Section 907, Entitled Persons in respect of Other Financial Obligations, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 112. Governing Law.
             -------------

          This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

                                      -14-

<PAGE>

Section 113. Legal Holidays.
             --------------

          In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply)) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
                                               --------
accrue for the period from and after such Interest Payment Date, Redemption Date
or Stated Maturity, as the case may be.

                                   ARTICLE TWO

                                 Security Forms

Section 201. Forms Generally.
             ---------------

          The Securities of each series shall be in substantially the form
(including permanent global form) set forth in this Article, or in such other
form as shall be established by or pursuant to a Board Resolution or in one or
more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities. If the form of Securities of
any series is established by action taken pursuant to a Board Resolution, a copy
of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior
to the delivery of the Company Order contemplated by Section 303 for the
authentication and delivery of such Securities.

          The definitive Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Securities, as evidenced by their
execution of such Securities.

                                      -15-

<PAGE>

Section 202. Form of Face of Security.
             ------------------------

          [Insert any legend required by the Internal Revenue Code and the
           ---------------------------------------------------------------
regulations thereunder.]
-----------------------

          THIS SECURITY IS NOT A SAVINGS ACCOUNT, DEPOSIT OR OTHER OBLIGATION OF
ANY BANK OR NONBANK SUBSIDIARY OF THE COMPANY AND IS NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY OTHER GOVERNMENTAL
AGENCY.

                       THE BANK OF NEW YORK COMPANY, INC.

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

No.                                                              $
   ------------                                                    -------------

          THE BANK OF NEW YORK COMPANY, INC., a corporation duly organized and
existing under the laws of the State of New York (herein called 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
-------------                                             ----------------------

                 [if applicable insert -- Dollars] on
----------------  --------------------                --------------------------

--------------------------------------------------------------------------------
[if the Security is to bear interest prior to Maturity, insert -- , and to pay
--------------------------------------------------------------
interest thereon from              or from the most recent Interest Payment
                      -------------
Date to which interest has been paid or duly provided for, semi-annually on
          and            in each year, commencing             , at the rate of
----------    -----------                        -------------
      % per annum, until the principal hereof is paid or made available for
------
payment [if applicable, insert -- , and (to the extent that the payment of such
         ---------------------
interest shall be legally enforceable) at the rate of       % per annum on any
                                                     -------
overdue principal and premium and on any overdue instalment of interest]. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the      or       (whether or not a Business Day), as the case may be, next
   ------  -------
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such

                                      -16-

<PAGE>

Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

          [If the Security is not to bear interest prior to Maturity, insert --
           -----------------------------------------------------------------
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of      % per annum (to the extent that the payment of such
                       ------
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of      % per annum (to the extent that the payment of such
                       ------
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

          Payment of the principal of (and premium, if any) and [if applicable,
                                                                 --------------
insert -- any such] interest on this Security will be made at the office or
------
agency of the Company maintained for that purpose in             , in such coin
                                                     ------------
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
                                                ---------------------
provided, however, that at the option of the Company payment of interest may be
--------  -------
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

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

          Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be

                                      -17-

<PAGE>

entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


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

                                                      By
                                                         -----------------------

Attest:

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

Section 203. Form of Reverse of Security.
             ---------------------------

          This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of October 1, 1993 (herein called the
"Indenture"), between the Company and Nationsbank of Georgia, National
Association, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof[, limited in aggregate principal
amount to $__________].

          [If applicable, insert -- The Securities of this series are subject to
           ---------------------
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
                                                        ---------------------
(1) on             in any year commencing with the year        and ending with
       -----------                                     --------
the year        through operation of the sinking fund for this series at a
        -------
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after           , 19  ], as a whole or in part, at the election of the
         ----------    --
Company, at the following Redemption Prices (expressed as percentages of the
principal amount): If redeemed [on or before                 ,  %, and if
                                             ---------------  --
redeemed] during the 12 month period beginning               of the years
                                               -------------
indicated,

                                      -18-

<PAGE>

                      Redemption                                    Redemption
Year                    Price                 Year                     Price
----                    -----                 ----                     -----

and thereafter at a Redemption Price equal to      % of the principal amount,
                                              -----
together in the case of any such redemption [if applicable insert -- (whether
                                             --------------------
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date; but interest instalments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

          [If applicable, insert -- The Securities of this series are subject to
           ---------------------
redemption upon not less than 30 days' notice by mail, (1) on              in
                                                              ------------
any year commencing with the year      and ending with the year      through
                                  ----                          ----
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after ____________ ], as a whole or in part, at the election of the Company, at

the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning               of
                                                              -------------
the years indicated,

                                      -19-

<PAGE>

                      Redemption Price
                       For Redemption                     Redemption Price For
                      Through Operation                   Redemption Otherwise
                          of the                         Than Through Operation
Year                    Sinking Fund                      of the Sinking Fund
----                  -----------------                  ----------------------

and thereafter at a Redemption Price equal to       % of the principal amount,
                                              ------
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date; but
interest instalments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

          [Notwithstanding the foregoing, the Company may not, prior to
              ,redeem any Securities of this series as contemplated, by [Clause
--------------
(2) of] the preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than       % per annum.]
                                                    -----

          [The sinking fund for this series provides for the redemption on
             in each year beginning with the year         and ending with the
------------                                      -------
year        of [not less than [if applicable insert ___ $]           ("mandatory
     ------                    --------------------       ----------
sinking fund") and not more than] [if applicable insert ___$]         aggregate
                                   --------------------      --------
principal amount of Securities of this series. Securities of this series
acquired or redeemed by the Company otherwise than through [mandatory] sinking
fund payments may be credited against subsequent [mandatory] sinking fund
payments otherwise required to be made [in the inverse order in which they
become due].]

                                      -20-

<PAGE>

          [If the Security is subject to redemption, insert -- In the event of
           ------------------------------------------------
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

          [If applicable, insert -- The Indenture contains provisions for
           ---------------------
defeasance at any time of [(a) [the entire indebtedness evidenced by this
Security] and (b) [certain restricted covenants,] [in each case] upon compliance
by the Company with certain conditions set forth therein, which provisions apply
to this Security.]

          [If applicable, insert -- The indebtedness evidenced by the Securities
           ---------------------
of this series is, to the extent provided in the Indenture, subordinated and
subject in right of the payment in full of the principal of (and premium, if
any) and interest on all Senior Indebtedness, as defined in the Indenture, and
this Security is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Security, by accepting the same, agrees that each
holder of Senior Indebtedness, whether created or acquired before or after the
issuance of the Securities of this series, shall be deemed conclusively to have
relied on such provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Indebtedness. The Indenture also provides that if, upon the
occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to such subordination provisions,
any amount of cash, property or securities available for payment or distribution
in respect of Securities of this series (as defined in the Indenture, "Excess
Proceeds"), and if, at such time, any Entitled Person (as defined in the
Indenture) has not received payment in full of all amounts due or to become due
on or in respect of Other Financial Obligations (as defined in the Indenture),
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of Securities of this series. This Security
is also issued subject to the provisions of the Indenture regarding payments to
Entitled Persons in respect of Other Financial Obligations. Each Holder of this
Security, by accepting the same, agrees to be bound by the provisions of the
Indenture described herein and authorizes and directs the Trustee to take such
action on his behalf as may be necessary or appropriate to acknowledge or
effectuate the subordination of this Security and payment of Excess Proceeds as
provided in the Indenture and appoints the

                                      -21-

<PAGE>

Trustee his attorney-in-fact for any and all such purposes.]

          [If the Security is not an Original Issue Discount Security, insert --
           ------------------------------------------------------------------
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

          [If the Security is an Original Issue Discount security, insert -- If
           --------------------------------------------------------------
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
                                            ----------------------------------
amount. Upon payment (i) of the amount of principal so declared due and payable
------
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
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 any premium and

                                      -22-

<PAGE>

interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.

          The Securities of this series are issuable only in registered form
without coupons in denominations of [if applicable insert -- $]        and any
                                     --------------------      -------
integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Securities of this series are exchangeable for a
like aggregate principal amount of Securities of this series and of like tenor
of a different authorized denomination, as requested by the Holder surrendering
the same.

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

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

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

                                      -23-

<PAGE>

Section 204. Additional Provisions Required in Global Security.
             -------------------------------------------------

          Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the
following form:

          "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 may not be transferred except as a whole by the Depositary to a nominee
     of the Depositary or by a nominee of the Depositary to the Depositary or
     another nominee of the Depositary."

          Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, any Global Security shall provide, in addition to
the provisions set forth in Sections 202 and 203 and the preceding paragraph,
that the Depositary will not sell, assign, transfer or otherwise convey any
beneficial interest in such Global Security unless such beneficial interest is
in an amount equal to an authorized denomination for Securities of such series,
and that the Depositary, by accepting such Global Security, agrees to be bound
by such provision.

Section 205. Form of Trustee's Certificate of Authentication.
             -----------------------------------------------

          The Trustee's certificates of authentication shall be in substantially
the following form:

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

                                                 NATIONSBANK OF GEORGIA,
                                                 NATIONAL ASSOCIATION,
                                                                      As Trustee


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

                                      -24-

<PAGE>

                                  ARTICLE THREE

                                 The Securities

Section 301. Amount Unlimited; Issuable in Series.
             ------------------------------------

          The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

          The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder);

          (3) the Person to whom any interest on a Security of the series shall
     be payable, if other than the Person in whose name that Security (or one or
     more Predecessor Securities) is registered at the close of business on the
     Regular Record Date for such interest;

          (4) the date or dates on which the principal of the Securities of the
     series is payable;

          (5) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which any such interest shall be

                                      -25-

<PAGE>

     payable and the Regular Record Date for any interest payable on any
     Interest Payment Date;

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

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

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

          (9) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (10) the currency, currencies or currency units in which payment of
     the principal of and any premium and interest on any Securities of the
     series shall be payable if other than the currency of the United States of
     America and the manner of determining the equivalent thereof in the
     currency of the United States of America for purposes of the definition of
     "Outstanding" in Section 101;

          (11) if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

          (12) if the principal of or any premium or interest on any Securities
     of the series is to be payable, at the election of the Company or a Holder
     thereof, in one or more

                                      -26-

<PAGE>

     currencies or currency units other than that or those in which the
     Securities are stated to be payable, the currency, currencies or currency
     units in which payment of the principal of and any premium and interest on
     Securities of such series as to which such election is made shall be
     payable, and the periods within which and the terms and conditions upon
     which such election is to be made;

          (13) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502;

          (14) any Event of Default with respect to the Securities of the
     series, if not set forth herein;

          (15) any Default with respect to the Securities of the series, if not
     set forth herein;

          (16) the application, if any, of either or both of Section 1402 and
     Section 1403 to the Securities of the series;

          (17) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depositary for such Global Security or Securities, which Depositary shall
     be, if then required by applicable law or regulation, a clearing agency
     registered under the Securities Exchange Act of 1934;

          (18) if applicable, that the subordination provisions of Article
     Thirteen shall apply to the Securities of the series or that any different
     subordination provisions, including a different definition of the terms
     "Senior Indebtedness," "Entitled Persons," "Existing Subordinated
     Indebtedness" or "Other Financial Obligations," shall apply to the
     Securities of such series; and

          (19) any other terms of the series (which terms shall not be
     inconsistent with

                                      -27-

<PAGE>

     the provisions of this Indenture, except as permitted by Section 901(5)).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto. All Securities
of any one series need not be issued at one time and, unless otherwise provided,
a series may be reopened for issuances of additional Securities of such series.

          Unless otherwise provided with respect to the Securities of any
series, at the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

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

Section 302. Denominations.
             -------------

          The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series or to particular Securities of any series, the
Securities of such series shall be issuable in denominations of $1,000 and any
integral multiple thereof.

Section 303. Execution, Authentication, Delivery and Dating
             ----------------------------------------------

          The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

          Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper offi-

                                      -28-

<PAGE>

cers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities.

          At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
in authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating,

          (a) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 201, that such form has been
     established in conformity with the provisions of this Indenture;

          (b) if the terms, of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors, rights and to general equity principles
     and, if applicable, to provisions of law which may require that a judgment
     for money damages rendered by a court in the United States be expressed in
     United States dollars.

                                      -29-

<PAGE>

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

          Each Security shall be dated the date of its authentication.

          No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on. such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that. such
Security has been duly authenticated and delivered hereunder. Notwithstanding
the foregoing, if any Security shall have been authenticated and delivered
hereunder but. never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section
309, for all purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be entitled to
the benefits of this Indenture.

Section 304. Temporary Securities.
             --------------------

          Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, 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
evidenced by their execution of such Securities.

                                      -30-

<PAGE>

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

Section 305. Registration, Registration of Transfer and Exchange.
             ---------------------------------------------------

          The Company shall cause to be kept at the corporate trust office of
the Security Registrar designated pursuant to this Section 305 a register (the
register maintained in such office and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Securities and
of transfers of Securities. The Bank is hereby appointed "Security Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

          Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.

          At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
a like aggregate principal amount and tenor, upon surrender of the Securities
to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate

                                      -31-

<PAGE>

and deliver, the Securities which the Holder making the exchange is entitled to
receive.

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

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

          No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

          The Company shall not be required (i) to issue, register the transfer
of or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to 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.

          Notwithstanding the foregoing, any Global Security shall be
exchangeable pursuant to this Section 305 for Securities registered in the names
of Persons other than the Depositary for such Security or its nominee only if
(i) such Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such Global Security or if at any time such
Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 at a time when such Depositary is required to be so
registered in order to act as Depositary, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
exchangeable or (iii) there shall have occurred and be continuing a Default or
an event which, with the giving of notice or lapse of time, or both,

                                      -32-

<PAGE>

would constitute a Default with respect to the Securities. Any Global Security
that is exchangeable pursuant to the preceding sentence shall be exchangeable
for Securities registered in such names as such Depositary shall direct.

          Notwithstanding any other provision in this Indenture, a Global
Security may not be transferred except as a whole by the Depositary with respect
to such Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities evidenced in whole or in part by a Global Security, the Depositary
may not sell, assign, transfer or otherwise convey any beneficial interest in a
Global Security evidencing all or part of the Securities or such series unless
such beneficial interest is in an amount equal to an authorized denomination for
Securities of such series.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.
             ------------------------------------------------

          If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

          If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

          Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses

                                      -33-

<PAGE>

(including the fees and expenses of the Trustee) connected therewith.

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

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

Section 307. Payment of Interest; Interest Rights Preserved.
             ----------------------------------------------

          Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, or to particular Securities of any series,
interest on any Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest.

          Any interest on any Security of any series which 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 may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Securities of such series (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 Security of such series and the date of the proposed payment, and
     at the same time the Company shall deposit with the Trustee an

                                      -34-

<PAGE>

     amount of money equal to the aggregate amount proposed to be paid in
     respect of such Defaulted Interest or shall make arrangements satisfactory
     to the Trustee for such deposit prior to the date of the proposed payment,
     such money when deposited to be held in trust for the benefit of the
     Persons entitled to such Defaulted Interest as in this Clause provided.
     Thereupon the Trustee shall fix a Special Record Date for the payment of
     such Defaulted Interest which shall be not more than 15 days and not less
     than 10 days prior to the date of the proposed payment and not less than 10
     days after the receipt by the Trustee of the notice of the proposed
     payment. The Trustee shall promptly notify the Company of such Special
     Record Date and, in the name and at the expense of the Company, shall cause
     notice of the proposed payment of such Defaulted Interest and the Special
     Record Date therefor to be mailed, first class postage prepaid, to each
     Holder of Securities of such series at his 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 so mailed, such Defaulted Interest shall
     be paid to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on such Special Record Date and shall no longer be payable
     pursuant to the following Clause (2).

          (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series 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 Trustee of the proposed payment pursuant
     to this Clause, such manner of payment shall be deemed practicable by the
     Trustee.

          Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in exchange
for or in lieu of

                                      -35-

<PAGE>

any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 308. Persons Deemed Owners.
             ---------------------

          Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of and any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

          Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification, proxy
or other authorization furnished by a Depositary or impair, as between a
Depositary and holders of beneficial interests in any Global Security, the
operation or customary practices governing the exercise of the rights of the
Depositary as Holder of such Global Security.

Section 309. Cancellation.
             ------------

          All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be destroyed by the Trustee and a
certificate of destruction shall be delivered to the Company.

                                      -36-

<PAGE>

Section 310. Computation of Interest.
             -----------------------

          Except as otherwise specified as contemplated by section 301 for
Securities of any series or for particular Securities of any series, interest on
the Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.

                                  ARTICLE FOUR

                           Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.
             ---------------------------------------

          This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

          (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     (i) Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 306 and (ii) Securities for
     whose payment money has theretofore been deposited in trust or segregated
     and held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 1003) have been
     delivered to the Trustee for cancellation; or

          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i) have become due and payable, or

               (ii) will become due and payable at their Stated Maturity within
          one year, or

               (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the

                                      -37-

<PAGE>

          Trustee in the name, and at the expense, of the Company,

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose an amount sufficient to pay and discharge the entire indebtedness
     on such Securities not theretofore delivered to the Trustee for
     cancellation, for principal and any premium and interest to the date of
     such deposit (in the case of Securities which have become due and payable)
     or to the Stated Maturity or Redemption Date, as the case may be;

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

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

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money or U.S.
Government Obligations shall have been deposited with the Trustee (or another
trustee satisfying the conditions of Section 609) in accordance with Section
1402, the obligations of the Company to the Trustee (or other qualifying
trustee) under the fourth paragraph of Section 1405, and, if money shall have
been deposited with the Trustee pursuant to subclause (B) of clause (1) of this
Section, the obligations of the Trustee under Section 402 and the last paragraph
of Section 1003 shall survive.

Section 402. Application of Trust Money.
             --------------------------

          Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for

                                      -38-

<PAGE>

whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    Remedies

Section 501. Events of Default.
             -----------------

          "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
Thirteen or be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (1) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order appointing a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or substantially all of its assets (other
     than the appointment of a conservator with respect to the Bank or any other
     depository institution Subsidiary of the Company insured by the Federal
     Deposit Insurance Corporation or any successor agency) or ordering the
     winding up or liquidation of its affairs, and the continuance of any such
     decree or order for relief or any such other decree or order unstayed and
     in effect for a period of 60 consecutive days; or

          (2) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law, or the consent by it to the filing of
     such petition or to the appointment of or taking possession by a custodian,
     receiver, liquidator, assignee, trustee, sequestrator or other similar
     official of the Company or substantially all of its assets (other than

                                      -39-

<PAGE>

     the appointment of a conservator with respect to the Bank or any other
     depository institution Subsidiary of the Company insured by the Federal
     Deposit Insurance Corporation or any successor agency), or the making by it
     of an assignment for the benefit of creditors; or

          (3) any other Event of Default provided with respect to Securities of
     that series.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

          Upon receipt by the Trustee of any Notice of Default pursuant to this
Section 501 or Section 503 with respect to Securities of a series all or part of
which is represented by a Global Security, a record date shall be established
for determining Holders of Outstanding Securities of such series entitled to
join in such Notice of Default, which record date shall be at the close of
business on the day the Trustee receives such Notice of Default. The Holders on
such record date, or their duly designated proxies, and only such Persons, shall
be entitled to join in such Notice of Default, whether or not such Holders
remain Holders after such record date; provided, that unless Holders of at least
                                       --------
10% in principal amount of the Outstanding Securities of such series, or their
proxies, shall have joined in such Notice of Default prior to the day which is
90 days after such record date, such Notice of Default shall automatically and
without further action by any Holder be canceled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new Notice of Default which is
identical to a Notice of Default

                                      -40-

<PAGE>

which has been canceled pursuant to the proviso to the preceding sentence, in
which event a new record date shall be established pursuant to the provisions of
this Section 501.

Section 502. Acceleration of Maturity; Rescission and Annulment.
             --------------------------------------------------

          If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable, except that no such
declaration shall be required upon the occurrence of an Event of Default
specified in Section 501(2).

          At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of a majority in principal amount of the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences, and any
Event of Default giving rise to such declaration shall not be deemed to have
occurred, if

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

               (A) all overdue interest on all Securities of that series,

               (B) the principal of (and premium, if any, on) any Securities of
          that series which have become due otherwise than by such declaration
          of acceleration and any interest thereon at the rate or rates
          prescribed therefor in such Securities,

                                      -41-

<PAGE>

               (C) to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

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

     and

          (2) all Events of Default with respect to Securities of that series
     have been cured or waived as provided in Section 513 or otherwise remedied.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

          Upon receipt by the Trustee of any written notice declaring such an
acceleration, or rescission and annulment thereof, with respect to Securities of
a series all or part of which is represented by a Global Security, a record date
shall be established for determining Holders of Outstanding Securities of such
series entitled to join in such notice, which record date shall be at the close
of business on the day the Trustee receives such notice. The Holders on such
record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders
after such record date; provided, that unless such declaration of acceleration,
                        --------
or rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the day
which is 90 days after such record date, such declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission of annulment thereof, as the case may be, which has
been canceled pursuant to the proviso to the preceding sentence, in which event
a new record date shall be established pursuant, to the provisions of this
Section 502.

                                      -42-

<PAGE>

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
             ---------------------------------------------------------------

          The Company covenants that if

          (1) default is made in the payment of any interest on any Security
     when such interest becomes due and payable and such default continues for a
     period of 30 days,

          (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

          (3) default is made in the making or satisfaction of any sinking fund
     payment or analogous obligation when the same becomes due pursuant to the
     terms of any Security,

          (4) there shall occur the entry by a court having jurisdiction in the
     premises of (A) a decree or order for relief in respect of the Bank in an
     involuntary case or proceeding under any applicable Federal or State
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Bank or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 60
     consecutive days, or

          (5) there shall occur the commencement by the Bank of a voluntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
     official of the Bank or of any substantial part of its property, or the
     making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking

                                      -43-

<PAGE>

     of corporate action by the Company or the Bank in furtherance of any such
     action;

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities (in the case of an event referred to in subsections
503(1) through 503 (3) above) or of all the Securities (in the case of an event
referred to in subsections 503(4) and (5) above) the whole amount then due and
payable on such Securities for principal, including any sinking fund payment or
analogous obligations (and premium, if any) and interest and, to the extent that
the payment of such interest shall be legally enforceable, interest on any
overdue principal and premium, and on any overdue interest, at the rate or rates
prescribed therefor in such Security or Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

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

          "Default", wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Default and whether it shall be occasioned by the provisions of Article Thirteen
or be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation or
any administrative or governmental body):

          (A) an Event of Default with respect to that series specified in
     Section 501; or

          (B) the events referred to in subsections 503(1) through (5) above; or

          (C) default in the performance, or breach, of any covenant or warranty
     of the Company in this Indenture or any Security of that series (other than
     a covenant or warranty a default in whose performance or whose

                                      -44-

<PAGE>

     breach is elsewhere in this Section specifically dealt with or which has
     expressly been included in this Indenture solely for the benefit of series
     of Securities other than that series), and continuance of such default or
     breach for a period of 60 days after there has been given, by registered or
     certified mail, to the Company by the Trustee or to the Company and the
     Trustee by the Holders of at least 25% in principal amount of the
     Outstanding Securities of that series a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

          (D) a default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company (including a default with
     respect to Securities of any series other than that series) or under any
     mortgage, indenture or instrument under which there may be issued or by
     which there may be secured or evidenced any indebtedness for money borrowed
     by the Company (including this Indenture) or the Bank, whether such
     indebtedness now exists or shall hereafter be created, which default shall
     have resulted (i) in a failure to pay an aggregate principal amount
     exceeding $25,000,000 of such debt at the later of final maturity or upon
     the expiration of any applicable period of grace with respect to such
     principal amount, or (ii) in such indebtedness in an aggregate principal
     amount exceeding $25,000,000 becoming or being declared due and payable
     prior to the date on which it would otherwise have become due and payable,
     without such indebtedness having been discharged, or such acceleration
     having been rescinded or annulled, within a period of 30 days after there
     shall have been given, by registered or certified mail, to the Company by
     the Trustee or to the Company and the Trustee by the Holders of at least
     25% in principal amount of the Outstanding Securities of that series a
     written notice specifying such default and requiring the Company to cause
     such indebtedness to be discharged or cause such acceleration to be
     rescinded or annulled and stating that such notice is a "Notice of Default"
     hereunder; provided, however, that, subject to the provisions of Sections
                --------  -------
     601 and 602, the Trustee shall not be deemed to have knowledge of such
     default unless either (A) a Responsible Officer of the Trustee shall have
     actual knowledge of such default or (B) the Trustee shall have received
     written notice thereof from the Company, from any Holder, from the holder
     of any such indebtedness or from the trustee under any such mortgage,
     indenture or other instrument; and provided, further, that any such
                                        --------  -------

                                      -45-

<PAGE>

     event of default shall not be deemed to have occurred if and so long as
     the Company shall contest the validity thereof in good faith by appropriate
     proceedings; or

          (E) any other Default provided with respect to Securities of that
     series.

          If a Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holders of Securities of such series by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy.

Section 504. Trustee May File Proofs of Claim.
             --------------------------------

          In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, 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 on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

          (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest, if any, owing and unpaid in respect of the
     Securities of all series and to file such other papers or documents as may
     be necessary or advisable in order to have the claims of the Trustee
     (including any claim for the reasonable compensation, expenses,
     disbursements and advances of the Trustee, its agents and counsel) and of
     the Holders allowed in such judicial proceeding, and

          (ii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such

                                      -46-

<PAGE>

payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

          No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 505. Trustee May Enforce Claims Without Possession of Securities.
             -----------------------------------------------------------

          All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of
the Securities or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

Section 506. Application of Money Collected.
             ------------------------------

          Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     607; and

          SECOND: To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the amounts due
     and payable on

                                      -47-

<PAGE>

     such Securities for principal and any premium and interest, respectively.

Section 507. Limitation on Suits.
             -------------------

          No Holder of any Security of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

          (1) such Holder has previously given written notice to the Trustee of
     a continuing Default with respect to the Securities of that series;

          (2) the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Default in its own
     name as Trustee hereunder;

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

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

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

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

                                      -48-

<PAGE>

Section 508. Unconditional Right of Holders to Receive Principal, Premium and
             ----------------------------------------------------------------
             Interest.
             --------

          Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 509. Restoration of Rights and Remedies.
             ----------------------------------

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

Section 510. Rights and Remedies Cumulative.
             ------------------------------

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.
             ----------------------------

          No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Default shall impair any such
right or remedy or constitute a waiver of any such Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be

                                      -49-

<PAGE>

exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

Section 512. Control by Holders.
             ------------------

          The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, with respect to the
Securities of such series, provided that
                           --------

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

          (2) the Trustee may take any other action deemed proper by the Trustee
     which is not inconsistent with such direction.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any past default
hereunder. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

          Upon receipt by the Trustee of any written notice directing the time,
method or place of conducting any such proceeding or exercising any such trust
or power, with respect to Securities of a series all or part of which is
represented by a Global Security, a record date shall be established for
determining Holders of Outstanding Securities of such series entitled to join in
such notice, which record date shall be at the close of business on the day the
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that unless Holders of a majority in principal amount of the
--------
Outstanding Securities of such series shall have joined in such notice prior to
the day which is 90 days after such record date, such notice shall automatically
and without further action by any Holder be canceled and of no

                                      -50-

<PAGE>

further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new notice
identical to a notice which has been canceled pursuant to the proviso to the
preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 512.

Section 513. Waiver of Past Defaults.
             -----------------------

          The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

          (2) in respect of a covenant or provision hereof which under Article
     Nine cannot be modified or amended without the consent of the Holder of
     each Outstanding Security of such series affected.

          Upon any such waiver, such default shall cease to exist, and any
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 514. Undertaking for 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,
suffered 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,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities

                                      -51-

<PAGE>

of any series, or to any suit instituted by any Holder for the enforcement of
the payment of the principal of (or premium, if any) or interest, if any, on
any Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

Section 515. Waiver of Stay or Extension Laws.
             --------------------------------

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

                                   ARTICLE SIX

                                   The Trustee

Section 601. Certain Duties and Responsibilities.
             -----------------------------------

          The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 602. Notice of Defaults.
             ------------------

          Within 90 days after the occurrence of any default hereunder known to
the Trustee with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series, as their names and
addresses appear in the Security Register, notice of

                                      -52-

<PAGE>

such default hereunder known to the Trustee, unless such default shall have been
cured or waived; provided, however, that, except in the case of a default in the
                 --------  -------
payment of the principal of (or premium, if any) or interest on any Security of
such series or in the payment of any sinking fund instalment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and provided, further, that in the case of
                                          --------  -------
any default of the character specified in Section 503(C) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, a Default with respect to Securities of such series.

Section 603. Certain Rights of Trustee.
             -------------------------

          Subject to the provisions of Section 601:

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

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors or action by an Authorized Officer
     pursuant thereto may be sufficiently evidenced by a Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence

                                      -53-

<PAGE>

     of bad faith on its part, rely upon an Officers' Certificate;

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

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

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

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

                                      -54-

<PAGE>

Section 604. Not Responsible for Recitals or Issuance of Securities.
             ------------------------------------------------------

          The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

Section 605. May Hold Securities.
             -------------------

          The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 606. Money Held in Trust.
             -------------------

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

Section 607. Compensation and Reimbursement.
             ------------------------------

          The Company agrees

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

          (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and

                                      -55-

<PAGE>

     disbursements of its agents and counsel), except any such expense,
     disbursement or advance as may be attributable to its negligence or bad
     faith;

          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of the trust or trusts hereunder, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder; and

          (4) to grant the Trustee a security interest in any funds or property
     of the Company held by the Trustee under this Indenture to secure the
     Company's performance of obligations under this Section 607 except for
     funds held in trust for payment of principal, premium (if any) or interest
     on any Securities.

Section 608. Disqualification; Conflicting Interests.
             ---------------------------------------

          If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609. Corporate Trustee Required; Eligibility.
             ---------------------------------------

          There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000. If such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section, the combined capital and surplus of such Person shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

                                      -56-

<PAGE>

Section 610. Resignation and Removal; Appointment of Successor.
             -------------------------------------------------

          (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

          (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

          (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, 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, (i) the Company by a Board Resolution may remove
     the Trustee with respect to all securities, or (ii) subject to Section 514,
     any Holder who has been a bona fide Holder of a Security for at

                                      -57-

<PAGE>

     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 with respect to all Securities and the appointment of a
     successor Trustee or Trustees.

          (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

          (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each appointment
of a successor Trustee with respect to the Securities of any series to all
Holders of Securities of such series in the manner provided in Section 106. Each
notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

                                      -58-

<PAGE>

Section 611. Acceptance of Appointment by Successor.
             --------------------------------------

          (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any

                                      -59-

<PAGE>

further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee
relates; but, on request of the Company or any successor Trustee, such retiring
Trustee shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates subject to such retiring Trustee's security interest under
Section 607 hereof.

          (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraphs (a) and (b) of this Section, as the case may be.

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

Section 612. Merger, Conversion, Consolidation or Succession to Business.
             -----------------------------------------------------------

          Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

Section 613. Preferential Collection of Claims Against Company.
             -------------------------------------------------

          If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions

                                      -60-

<PAGE>

of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.
             -----------------------------------

          The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

                                      -61-

<PAGE>

          An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

          The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 607.

          The Bank is initially designated as the Authenticating Agent for the
Securities.

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

                                      -62-

<PAGE>


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

                                                      NATIONSBANK OF GEORGIA,
                                                        NATIONAL ASSOCIATION,
                                                                    As Trustee


                                                      By
                                                        -----------------------,
                                                        As Authenticating Agent


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

                                  ARTICLE SEVEN

     Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders.
             ---------------------------------------------------------

          The Company will furnish or cause to be furnished to the Trustee

          (a) semi-annually, not more than fifteen days after each Regular
     Record Date, or, in the case of any series of Securities on which no
     interest is payable, not more than fifteen days after each coupon date or
     other date specified by the Trustee, a list, in such form as the Trustee
     may reasonably require, of the names and addresses of the Holders as of
     such Record Date, coupon date or other specified 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;

excluding from any such list names and addresses received by the Trustee in its
---------
capacity as Security Registrar.

                                      -63-

<PAGE>

Section 702. Preservation of Information; Communications to Holders.
             ------------------------------------------------------

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

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

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

Section 703. Reports by Trustee.
             ------------------

          (a) The Trustee shall transmit to Holders 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.

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

Section 704. Reports by Company.
             ------------------

          The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided that any such
                                                       --------
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                      -64-

<PAGE>

shall be filed with the Trustee within 15 days after the same is so required to
be filed with the Commission.

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms.
             ----------------------------------------------------

          The Company shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company, unless:

          (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any State thereof or the District of Columbia and shall
     expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Trustee, in form satisfactory to the Trustee, the due and
     punctual payment of the principal of and any premium and interest on all
     the Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed;

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

          (3) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer

                                      -65-

<PAGE>

     or lease and, if a supplemental indenture is required in connection with
     such transaction, such supplemental indenture comply with this Article and
     that all conditions precedent herein provided for relating to such
     transaction have been complied with.

Section 802. Successor Substituted.
             ---------------------

          Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.
             --------------------------------------------------

          Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company
     herein and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to

                                      -66-

<PAGE>

     surrender any right or power herein conferred upon the Company; or

          (3) to add any additional Events of Default or Defaults; or

          (4) to add to or change any of the provisions of this Indenture to
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons, or to permit or facilitate the
     issuance of Securities in uncertificated form, or to facilitate the
     issuance of Securities in global form; or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
                                                               --------
     such addition, change or elimination (i) shall neither (A) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (B) modify the
     rights of the Holder of any such Security with respect to such provision or
     (ii) shall become effective only when there is no such Security
     Outstanding; or

          (6) to secure the Securities; or

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

          (9) subject to Section 907, to add to, change or eliminate any of the
     provisions of Article Thirteen in respect of one or more series of
     Securities, including Outstanding Securities, provided that any such
     addition,

                                      -67-

<PAGE>

     change or elimination shall not adversely affect the interests of the
     Holders of Outstanding Securities of any series in any material respect.

          (10) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided that such action pursuant to this clause
                           --------
     (10) shall not adversely affect the interests of the Holders of Outstanding
     Securities of any series in any material respect.

Section 902. Supplemental Indentures with Consent of Holders.
             -----------------------------------------------

          With the consent of the Holders of not less than majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
                                                           --------  -------
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any instalment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of, or method of computation of the rate of,
     interest thereon or any premium payable upon the redemption thereof, or
     reduce the amount of the principal of an Original Issue Discount Security
     that would be due and payable upon a declaration of acceleration of the
     Maturity thereof pursuant to Section 502, or adversely affect any right of
     repayment at the option of the Holder of any Security, or reduce the amount
     of, or postpone the date fixed for, the payment of any sinking fund or
     analogous obligation, or change any Place of Payment where, or the coin or
     currency in which, any Security or any premium or

                                      -68-

<PAGE>

     interest thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date), or

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

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1007, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
              --------  -------
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1007, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611(b) and 901(8).

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

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been

                                      -69-

<PAGE>

obtained prior to the date which is 90 days after such record date, any such
consent previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

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

Section 903. Execution of Supplemental Indentures.
             ------------------------------------

          In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.
             ---------------------------------

          Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

Section 905. Conformity with Trust Indenture Act.
             -----------------------------------

          Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.
             --------------------------------------------------

          Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authen-

                                      -70-

<PAGE>

ticated and delivered by the Trustee in exchange for Outstanding Securities of
such series.

Section 907. Subordination Unimpaired.
             ------------------------

          No provision in any supplemental indenture that affects the superior
position of the holders of Senior Indebtedness shall be effective against any
holder of Senior Indebtedness, unless such holder shall have consented thereto.
Notwithstanding any provision in this Indenture or otherwise, the rights of
Entitled Persons in respect of Other Financial Obligations under this Indenture
and otherwise in respect of the Securities or any series of the Securities may,
at any time and from time to time, be modified in any respect or eliminated
without the consent of any Entitled Person in respect of Other Financial
Obligations.

                                   ARTICLE TEN

                                    Covenants

Section 1001. Payment of Principal, Premium and Interest.
              ------------------------------------------

          The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any premium
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

Section 1002. Maintenance of Office or Agency.
              -------------------------------

          The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company initially appoints the trust office of the Bank as
its agent for purposes of presentation and surrender of Securities for payment,
registration of transfer or exchange and for service of notices and demand to or
upon the Company in respect of the Securities and this Indenture. The Company
will give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or

                                      -71-

<PAGE>

served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

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

Section 1003. Money for Securities Payments to Be Held in Trust.
              -------------------------------------------------

          If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its action or failure so to
act.

          Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

          The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (i) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to

                                      -72-

<PAGE>

the Trustee all sums held in trust by such Paying Agent for payment in respect
of the Securities of that series.

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
                                --------  -------
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The Borough of Manhattan, The City of New York, notice that such
money remains unclaimed and that, after a date specified therein, which shall
not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 1004. Statement by Officers as to Default.
              -----------------------------------

          The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement signed by the Chairman of the Board, a
Vice Chairman, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Comptroller or a Deputy Comptroller of the Company
stating whether or not to the best knowledge of the signers thereof the Company
is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or
requirement of notice provided hereunder) and, if the Company shall be in
default,

                                      -73-

<PAGE>

specifying all such defaults and the nature and status thereof of which they may
have knowledge.

Section 1005. Payment of Taxes and Other Claims.
              ---------------------------------

          The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company and the Bank or upon the
income, profits or property of the Company and the Bank, and (2) all lawful
claims for labor, materials and supplies which, if unpaid, might by law become a
lien upon the property of the Company and the Bank; provided, however, that the
                                                    --------  -------
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

Section 1006. Existence.
              ---------

          Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence and
that of the Bank and material rights (charter and statutory) and material
franchises; provided, however, that the Company shall not be required to
            --------  -------
preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Subsidiaries considered as a whole, and that the
loss thereof is not disadvantageous in any material respect to the Holders.

Section 1007. Waiver of Certain Covenants.
              ---------------------------

          The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Sections 1005 and 1006, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

                                      -74-

<PAGE>

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to waive any such term,
provision or condition. If a record date is fixed, the Holders on such record
date or their duly designated proxies, and only such Persons, shall be entitled
to waive any such term, provision or condition hereunder, whether or not such
Holders remain Holders after such record date; provided, that unless the Holders
of at least a majority in principal amount of the Outstanding Securities of such
series shall have waived such term, provision or condition prior to the date
which is 90 days after such record date, any such waiver previously given shall
automatically and without further action by any Holder be cancelled and of no
further effect.

                                 ARTICLE ELEVEN

                            Redemption of Securities

Section 1101. Applicability of Article.
              ------------------------

          Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for Securities of any series)
in accordance with this Article.

Section 1102. Election to Redeem; Notice to Trustee.
              -------------------------------------

          The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. In
the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction.

                                      -75-

<PAGE>

Section 1103. Selection by Trustee of Securities to Be Redeemed.
              -------------------------------------------------

          If less than all the Securities of any series are to be redeemed
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If less than
all of the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

          The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the principal amount thereof to be redeemed.

          For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities redeemed or to be redeemed only in part, to the
portion of the principal amount of such Securities which has been or is to be
redeemed.

Section 1104. Notice of Redemption.
              --------------------

          Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

          All notices of redemption shall state:

          (1) the Redemption Date,

          (2) the Redemption Price,

                                      -76-

<PAGE>

          (3) if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption of
     any Securities, the principal amounts) of the particular Securities to be
     redeemed,

          (4) the CUSIP numbers of the Securities to be redeemed,

          (5) that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (6) the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (7) that the redemption is for a sinking fund, if such is the case.

          Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1105. Deposit of Redemption Price.
              ---------------------------

          Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.
              -------------------------------------

          Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date;

                                      -77-

<PAGE>

provided, however, that, unless otherwise specified as contemplated by Section
--------  -------
301, instalments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.

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

Section 1107. Securities Redeemed in Part.
              ---------------------------

          Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered. If a Global Security is so surrendered, such new
Security so issued shall be a new Global Security.

                                 ARTICLE TWELVE

                                 Sinking Funds

Section 1201. Applicability of Article.
              ------------------------

          The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

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

                                      -78-

<PAGE>

cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 1202. Satisfaction of Sinking Fund Payments with Securities.
              -----------------------------------------------------

          The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
        --------
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1203. Redemption of Securities for Sinking Fund.
              -----------------------------------------

          Not less than 75 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 60 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.

                                      -79-

<PAGE>

                                ARTICLE THIRTEEN

                           Subordination of Securities

Section 1301. Securities Subordinate to Senior Indebtedness.
              ---------------------------------------------

          The subordination provisions in this Article Thirteen shall apply to
the Securities of any series to the extent established or determined with
respect to the Securities of such series pursuant to Section 301.

          The Company covenants and agrees, and each Holder of a Security, by
his acceptance thereof, likewise covenants and agrees, that, to the extent and
in the manner hereinafter set forth in this Article and subject to Sections 1402
and 1403, the indebtedness represented by the Securities and the payment of the
principal of (and premium, if any) and interest on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment
to the prior payment in full of all Senior Indebtedness.

Section 1302. Payment Over of Proceeds Upon Dissolution, Etc.
              ----------------------------------------------

          In the event of (a) any insolvency or bankruptcy case or proceeding,
or any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, or (b) any liquidation, dissolution or other winding
up of the Company, whether voluntary or involuntary and whether or not involving
solvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Company, then and in any
such event the holders of Senior Indebtedness shall be entitled to receive
payment in full of all amounts due or to become due on or in respect of all
Senior Indebtedness, or provision shall be made for such payment in money or
money's worth, before the Holders of the Securities are entitled to receive any
payment on account of principal of (or premium, if any) or interest on the
Securities, and to that end the holders of Senior Indebtedness shall be entitled
to receive, for application to the payment thereof, any payment or distribution
of any kind or character, whether in cash, property or securities, which may be
payable or deliverable in respect of the Securities in any such case,
proceeding, dissolution, liquidation or other winding up or event.

          In the event that, notwithstanding the foregoing provisions of this
Section, the Trustee or Holder of any

                                      -80-

<PAGE>

Security shall have received any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities,
including any such payment or distribution which may be payable or deliverable
by reason of the payment of any other indebtedness of the Company being
subordinated to the payment of the Securities, before all Senior Indebtedness is
paid in full or payment thereof provided for, and if such fact shall, at or
prior to the time of such payment or distribution, have been made known to the
Trustee or, as the case may be, such Holder, then and in such event such payment
or distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other
Person making payment or distribution of assets of the Company for application
to the payment of all Senior Indebtedness remaining unpaid, to the extent
necessary to pay all Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Indebtedness.

          For purposes of this Article only, 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 which are subordinated
in right of payment to all Senior Indebtedness which may at the time be
outstanding to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in this Article. The
consolidation of the Company with, or the merger of the Company into, another
Person or the liquidation or dissolution of the Company following the conveyance
or transfer of its properties and assets substantially as an entirety to another
Person upon the terms and conditions set forth in Article Eight shall not be
deemed a dissolution, winding up, liquidation, reorganization, assignment for
the benefit of creditors or marshalling of assets and liabilities of the Company
for the purposes of this Section if the Person formed by such consolidation or
into which the Company is merged or the Person which acquires by conveyance or
transfer such properties and assets substantially as an entirety, as the case
may be, shall, as a part of such consolidation, merger, conveyance or transfer,
comply with the conditions set forth in Article Eight.

Section 1303. Prior Payment to Senior Indebtedness Upon Acceleration of
              ---------------------------------------------------------
              Securities.
              ----------

          In the event that any Securities are declared due and payable before
their Stated Maturity, then and in such event the holders of the Senior
Indebtedness shall be

                                      -81-

<PAGE>

entitled to receive payment in full of all amounts due on or in respect of such
Senior Indebtedness, or provision shall be made for such payment in money or
money's worth, before the Holders of the Securities are entitled to receive any
payment of (including any payment which may be payable by reason of the payment
of any other indebtedness of the Company being subordinated to the payment of
the Securities) principal of (or premium, if any) or interest on the securities
or on account of the purchase or other acquisition of Securities.

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

          The provisions of this Section shall not apply to any payment with
respect to which Section 1302 would be applicable.

Section 1304. No Payment When Senior Indebtedness in Default.
              -----------------------------------------------

          (a) In the event and during the continuation of any default in the
payment of principal of (or premium, if any) or interest on any Senior
Indebtedness beyond any applicable grace period with respect thereto or (b) in
the event any judicial proceeding shall be pending with respect to any such
default, then no payment (including any payment which may be payable by reason
of the payment of any other indebtedness of the Company being subordinated to
the payment of the Securities) shall be made by the Company on account of
principal of (or premium, if any) or interest on the Securities or on account of
the purchase or other acquisition of Securities.

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

          The provisions of this Section shall not apply to any payment with
respect to which Section 1302 would be applicable.

                                      -82-

<PAGE>
Section 1305. Payment Permitted If No Default.
              -------------------------------

          Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall prevent (a) the Company, at any time except during
the pendency of any case, proceeding, dissolution, liquidation or other winding
up, assignment for the benefit of creditors or other marshalling of assets and
liabilities of the Company referred to in Section 1302 or under the conditions
described in Section 1303 or 1304, from making payments at any time of principal
of or interest on the Securities, or (b) the application by the Trustee or any
Paying Agent of any moneys deposited with it hereunder to the payment of or on
account of the principal of (or premium, if any) or interest on the Securities
and the retention by the Holders of any moneys so received if, at the time of
such payment, such Paying Agent did not have knowledge that such payment would
have been prohibited by the provisions of this Article.

Section 1306. Subrogation to Rights of Holders of Senior Indebtedness.
              -------------------------------------------------------

          Subject to the payment in full of all Senior Indebtedness, the Holders
of the Securities shall be subrogated (equally and ratably with the holders of
all Existing Subordinated Indebtedness and all indebtedness of the Company which
by its express terms is subordinated to indebtedness of the Company to
substantially the same extent as the Securities or the Existing Subordinated
Indebtedness are subordinated and is entitled to like rights of subrogation) to
the rights of the holders of such Senior Indebtedness to receive payments and
distributions of cash, property and securities applicable to the Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full. For purposes of such subrogation, no payments
or distributions to the holders of the Senior Indebtedness of any cash, property
or securities to which the Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article, and no payments over
pursuant to the provisions of this Article to the holders of Senior Indebtedness
by Holders of the Securities or the Trustee, shall, as among the Company, its
creditors other than holders of Senior Indebtedness and the Holders of the
Securities, be deemed to be a payment or distribution by the Company to or on
account of the Senior Indebtedness.


                                      -83-

<PAGE>

Section 1307. Provisions Solely to Define Relative Rights.
              --------------------------------------------

          The provisions of this Article are and are intended solely for the
purpose of defining the relative rights of the Holders of the Securities on the
one hand and the holders of Senior Indebtedness (and, in the case of Section
1315, the holders of Existing Subordinated Indebtedness and Entitled Persons in
respect of Other Financial Obligations) on the other hand. Nothing contained in
this Article or elsewhere in this Indenture or in the Securities is intended to
or shall (a) impair, as among the Company, its creditors other than holders of
Senior Indebtedness and the Holders of the Securities, the obligation of the
Company, which is absolute and unconditional (and which, subject to the rights
under this Article of the holders of Senior Indebtedness and the rights under
Section 1315 of Entitled Persons in respect of Other Financial Obligations, is
intended to rank equally with all other general obligations of the Company), 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; (b) affect the relative rights against the Company
of the Holders of the Securities and creditors of the Company other than the
holders of Senior Indebtedness and of Existing Subordinated Indebtedness; or (c)
prevent the Trustee or the Holder of any Security from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article of the holders of Senior Indebtedness,
and under Section 1315 of Entitled Persons in respect of Other Financial
Obligations, to receive cash, property and securities otherwise payable or
deliverable to the Trustee or such Holder.

Section 1308. Trustee to Effectuate Subordination and Payment Provisions.
              -----------------------------------------------------------

          Each Holder of a Security by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination and payment provisions provided in
this Article and appoints the Trustee his attorney-in-fact for any and all such
purposes.

                                      -84-

<PAGE>

Section 1309. No Waiver of Subordination Provisions.
              --------------------------------------

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article or
the obligations hereunder of the Holders of the Securities to the holders of
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,
Senior Indebtedness, or otherwise amend or supplement in any manner Senior
Indebtedness or any instrument evidencing the same or any agreement under which
Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (iii) release any Person liable in any manner for the collection
of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights
against the Company and any other Person.

Section 1310. Notice to Trustee; Trustee Not Charged with Knowledge of
              --------------------------------------------------------
              Prohibition.
              -----------

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment or
distribution to or by the Trustee in respect of the Securities. Notwithstanding
the provisions of this Article or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts which
would prohibit the making of any payment or distribution to or by the Trustee in
respect of the Securities, unless and until the Trustee shall have received
written notice thereof from the Company or a holder of Senior Indebtedness or
from any trustee therefor or from any Entitled Persons in respect of Other
Financial Obligations, and, prior to the receipt of any such written notice, the
Trustee shall be entitled in all respects to assume that no such facts exist.

                                      -85-

<PAGE>

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

Section 1311. Reliance on Judicial Order or Certificate of Liquidating Agent.
              --------------------------------------------------------------

          Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee and the Holders of the Securities 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, receiver, liquidating trustee,
custodian, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company and the Entitled Persons in respect of Other
Financial Obligations, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article.

Section 1312. Trustee Not Fiduciary for Holders of Senior Indebtedness or
              -----------------------------------------------------------
              Entitled Persons
              ----------------

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations

                                      -86-

<PAGE>

and shall not be liable to any such holders or creditors if it shall in good
faith mistakenly pay over or distribute to Holders of Securities or to the
Company or to any other Person cash, property or securities to which any holders
of Senior Indebtedness or Entitled Persons in respect of Other Financial
Obligations shall be entitled by virtue of this Article or otherwise.

Section 1313. Rights of Trustee as Holder of Senior Indebtedness or Entitled
              --------------------------------------------------------------
              Person; Preservation of Trustee's Rights.
              ----------------------------------------

          The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article with respect to any Senior Indebtedness which
may at any time be held by it and with respect to any Other Financial
Obligations owed to the Trustee as an Entitled Person, to the same extent as any
other holder of Senior Indebtedness or Entitled Person in respect of Other
Financial Obligations, as the case may be, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder or Entitled Person.

          Nothing in this Article shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 607.

Section 1314. Article Applicable to Paying Agents.
              -----------------------------------

          In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context otherwise
requires) be construed as extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as if such Paying Agent were
named in this Article in addition to or in place of the Trustee; provided,
                                                                 --------
however, that Section 1313 shall not apply to the Company or any Affiliate of
-------
the Company if it or such Affiliate acts as Paying Agent.

Section 1315. Securities to Rank Pari Passu with Existing Subordinated
              --------------------------------------------------------
              Indebtedness; Payment of Proceeds in Certain Cases.
              --------------------------------------------------

          (a) Subject to the provisions of this Section and to any provisions
established or determined with respect to Securities of any series pursuant to
Section 301, the Securities shall rank pari passu in right of payment with the
                                       ---- -----
Existing Subordinated Indebtedness.

                                      -87-

<PAGE>

          (b) Upon the occurrence of any of the events specified in clauses (a),
(b) and (c) of the first paragraph of Section 1302, the provisions of that
Section and the corresponding provisions of each indenture or other instrument
or document establishing or governing the terms of any Existing Subordinated
Indebtedness shall be given effect on a pro rata basis to determine the amount
                                        --- ----
of cash, property or securities which may be payable or deliverable as between
the holders of Senior Indebtedness, on the one hand, and the Holders of
Securities and holders of Existing Subordinated Indebtedness, on the other hand.

          (c) If, after giving effect to the provisions of Section 1302, Section
1306 and the respective corresponding provisions of each indenture or other
instrument or document establishing or governing the terms of any Existing
Subordinated Indebtedness on such pro rata basis, any amount of cash, property
                                  --- ----
or securities shall be available for payment or distribution in respect of the
Securities ("Excess Proceeds"), and any Entitled Persons in respect of Other
Financial Obligations shall not have received payment in full of all amounts due
or to become due on or in respect of such Other Financial Obligations (and
provision shall not have been made for such payment in money or money's worth),
then such Excess Proceeds shall first be applied (ratably with any amount of
cash, property or securities available for payment or distribution in respect of
any other indebtedness of the Company that by its express terms provides for the
payment over of amounts corresponding to Excess Proceeds to Entitled Persons in
respect of Other Financial Obligations) to pay or provide for the payment of the
Other Financial Obligations remaining unpaid, to the extent necessary to pay all
Other Financial Obligations in full, after giving effect to any concurrent
payment or distribution to or for Entitled Persons in respect of Other Financial
Obligations. Any Excess Proceeds remaining after the payment (or provision for
payment) in full of all Other Financial Obligations shall be available for
payment or distribution in respect of the Securities.

          (d) In the event that, notwithstanding the foregoing provisions of
subsection (c) of this Section, the Trustee or Holder of any Security shall have
received any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, before all Other Financial
Obligations are paid in full or payment thereof duly provided for, and if such
fact shall, at or prior to the time of such payment or distribution have been
made known to the Trustee or, as the case may be, such Holder, then and in such
event, subject to any obligation that the Trustee or such Holder may have
pursuant to Section 1302, such payment or distribution shall be paid over or

                                      -88-

<PAGE>

delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee,
custodian, assignee, agent or other Person making payment or distribution of
assets of the Company for payment in accordance with subsection (c).

          (e) Subject to the payment in full of all Other Financial Obligations,
the Holders of the Securities shall be subrogated (equally and ratably with the
holders of all indebtedness of the Company that by its express terms provides
for the payment over of amounts corresponding to Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations and is entitled to like rights
of subrogation) to the rights of the Entitled Persons in respect of Other
Financial Obligations to receive payments and distributions of cash, property
and securities applicable to the Other Financial Obligations until the principal
of and interest on the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to Entitled Persons in respect of
Other Financial Obligations of any cash, property or securities to which Holders
of the Securities or the Trustee would be entitled except for the provisions of
this Section, and no payments over pursuant to the provisions of this Section to
Entitled Persons in respect of Other Financial Obligations by Holders of
Securities or the Trustee, shall, as among the Company, its creditors other than
Entitled Persons in respect of Other Financial Obligations and the Holders of
Securities be deemed to be a payment or distribution by the Company to or on
account of the Other Financial Obligations.

          (f) The provisions of subsections (c), (d) and (e) of this Section are
and are intended solely for the purpose of defining the relative rights of the
Holders of the Securities, on the one hand, and the Entitled Persons in respect
of Other Financial Obligations, on the other hand, after giving effect to the
rights of the holders of Senior Indebtedness, as provided in this Article.
Nothing contained in subsections (c), (d) and (e) of this Section is intended to
or shall affect the relative rights against the Company of the Holders of the
Securities and (1) the holders of Senior Indebtedness, (2) the holders of
Existing Subordinated Indebtedness or (3) other creditors of the Company other
than Entitled Persons in respect of Other Financial Obligations.

                                      -89-

<PAGE>

                                ARTICLE FOURTEEN

                       Defeasance and Covenant Defeasance

Section 1401. Applicability of Article; Company's Option to Effect Defeasance or
              ------------------------------------------------------------------
              Covenant Defeasance.
              -------------------

          If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a [Illegible] series under Section 1402 or (b)
covenant defeasance of the Securities of a series under Section 1403, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article Fourteen, shall be applicable to the Securities
of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either
Section 1402 (if applicable) or Section 1403 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Fourteen.

Section 1402. Defeasance and Discharge.
              ------------------------

          Upon the Company's exercise of the above option applicable to this
Section, the provisions of Article Fourteen hereof cease to be effective and the
Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series on and after the date the
conditions precedent set forth below are satisfied but subject to satisfaction
of the conditions subsequent set forth below (hereinafter, "defeasance"). For
this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
Outstanding Securities of such series to receive, solely from the trust fund
described in Section 1404 and as more fully set forth in such Section, payments
of the principal of (and premium, if any) and interest on such Securities when
such payments are due, (B) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003 and such obligations as
shall be ancillary thereto, (C) the rights, powers, trusts, duties, immunities
and other provisions in respect of the Trustee hereunder and (D) this Article
Fourteen. Subject to compliance with this Article Fourteen, the

                                      -90-

<PAGE>

Company may exercise its option under this Section 1402 notwithstanding the
prior exercise of its option under Section 1403 with respect to the Securities
of such series. Following a defeasance, payment of the Securities of such series
may not be accelerated because of an Event of Default.

Section 1403. Covenant Defeasance.
              -------------------

          Upon the Company's exercise of the above option applicable to this
Section, the Company shall be released from its obligations under Section 1005
(and any other Sections applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision) and the occurrence of a
Default specified in Section 503(C) (insofar as it is with respect to Section
1005 or any other Section applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision) or Section 503(D) shall
be deemed not to be a Default with respect to the Outstanding Securities of such
series, and the provisions of Article Fourteen hereof shall cease to be
effective on and after the date the conditions precedent set forth below are
satisfied but subject to satisfaction of the conditions subsequent set forth
below (hereinafter, "covenant defeasance"). For this purpose, such covenant
defeasance means that, with respect to the Outstanding Securities of such
series, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such Section,
whether directly or indirectly by reason of any reference elsewhere herein to
any such Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby. Following a covenant
defeasance, payment of the Securities of such series may not be accelerated
because of a Default specified in Section 503(D) or by reference to such
Sections specified above in this Section 1403.

Section 1404. Conditions to Defeasance or Covenant Defeasance.
              -----------------------------------------------

          The following shall be the conditions precedent or, as specifically
noted below, subsequent to application of either Section 1402 or Section 1403 to
the Outstanding Securities of such series:

          (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee satisfying the requirements
     of Section 609 who shall agree to comply with the provisions of this
     Article Fourteen applicable to it) as trust funds in

                                      -91-

<PAGE>

     trust for the purpose of making the following payments, specifically
     pledged as security for, and dedicated solely to, the benefit of the
     Holders of such securities, (A) money in an amount, or (B) U.S. Government
     Obligations which through the scheduled payment of principal and interest
     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 (C)
     a combination thereof, sufficient, without reinvestment, in the opinion of
     a nationally recognized firm of independent public accountants expressed in
     a written certification thereof delivered to the Trustee, to pay and
     discharge, and which shall be applied by the Trustee (or other qualifying
     trustee) to pay and discharge, (i) the principal of (and premium, if any)
     and interest on the Outstanding Securities of such series to maturity or
     redemption, as the case may be, and (ii) any mandatory sinking fund
     payments or analogous payments applicable to the Outstanding Securities of
     such series on the due dates thereof. Before such a deposit the Company may
     make arrangements satisfactory to the Trustee for the redemption of
     Securities at a future date or dates in accordance with Article Eleven,
     which shall be given effect in applying the foregoing. For this purpose,
     "U.S. Government Obligations" means securities that are (x) direct
     obligations of the United States of America for the payment of which its
     full faith and credit is pledged or (y) 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, are not callable or redeemable at the option of the issuer
     thereof, and shall also include a depository receipt issued by a bank (as
     defined in Section 3(a)(2) of the Securities Act of 1933, as amended) as
     custodian with respect to any such U.S. Government Obligation or a specific
     payment of principal of or interest on any such U.S. Government Obligation
     held by such custodian for the account of the holder of such 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
     principal of or interest on the U.S. Government Obligation evidenced by
     such depository receipt.

          (2) No Default or event which with notice or lapse of time or both
     would become a Default with

                                      -92-

<PAGE>

     respect to the Securities of such series shall have occurred and be
     continuing (A) on the date of such deposit or (B) insofar as subsections
     501(1) and (2) are concerned, at any time during the period ending on the
     123rd day after the date of such deposit or, if longer, ending on the day
     following the expiration of the longest preference period applicable to the
     Company in respect of such deposit (it being understood that the condition
     in this clause (B) is a condition subsequent and shall not be deemed
     satisfied until the expiration of such period).

          (3) Such defeasance or covenant defeasance shall not (A) cause the
     Trustee for the Securities of such series to have a conflicting interest as
     defined in Section 608 or for purposes of the Trust Indenture Act with
     respect to any securities of the Company or (B) result in the trust arising
     from such deposit to constitute, unless it is qualified as, a regulated
     investment company under the Investment Company Act of 1940, as amended.

          (4) Such defeasance or covenant defeasance shall not result in a
     breach or violation of, or constitute a default under, this Indenture or
     any other agreement or instrument to which the Company is a party or by
     which it is bound.

          (5) Such defeasance or covenant defeasance shall not cause any
     Securities of such series then listed on any registered national securities
     exchange under the Securities Exchange Act of 1934, as amended, to be
     delisted.

          (6) In the case of an election under Section 1402, the Company shall
     have delivered to the Trustee an Opinion of Counsel stating that (x) the
     Company has received from, or there has been published by, the Internal
     Revenue Service a ruling, or (y) since the date of this Indenture there has
     been a change in the applicable Federal income tax law, in either case to
     the effect that, and based thereon such opinion shall confirm that, the
     Holders of the Outstanding Securities of such series will not recognize
     income, gain or loss for Federal income tax purposes as a result of such
     defeasance and will be subject to Federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such defeasance had not occurred.

          (7) In the case of an election under Section 1403, the Company shall
     have delivered to the Trustee

                                      -93-

<PAGE>

     an Opinion of Counsel to the effect that the Holders of the Outstanding
     Securities of such series will not recognize income, gain or loss for
     Federal income tax purposes as a result of such covenant defeasance and
     will be subject to Federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such covenant
     defeasance had not occurred.

          (8) Such defeasance or covenant defeasance shall be effected in
     compliance with any additional terms, conditions or limitations which may
     be imposed on the Company in connection therewith pursuant to Section 301.

          (9) The Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for relating to either the defeasance under Section 1402
     or the covenant defeasance under Section 1403 (as the case may be) have
     been complied with.

          (10) At the time of such deposit (A) no default in the payment of all
     or a portion of principal of (or premium, if any) or interest on any Senior
     Indebtedness shall have occurred and be continuing and (B) no Event of
     Default with respect to any Senior Indebtedness shall have occurred and be
     continuing permitting (after notice or the lapse of time, or both) the
     holders of such Senior Indebtedness (or a trustee on behalf of the holders
     thereof) to declare such Senior Indebtedness due and payable prior to the
     date on which it would otherwise have become due and payable, unless, in
     the case of either Clause (A) or Clause (B) above, each such default or
     Event of Default shall have been cured or waived or shall have ceased to
     exist.

Section 1405. Deposited Money and U.S. Government Obligations to Be Held in
              -------------------------------------------------------------
              Trust; Other Miscellaneous Provisions.
              -------------------------------------

          Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee -- collectively, for purposes of
this Section 1405, the "Trustee") pursuant to Section 1404 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (but not
including the Company acting as its

                                      -94-

<PAGE>

own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest, but such money need not be segregated from
other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 1404 or the principal and interest
received in respect thereof.

          Anything herein to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon Company Request any money
or U.S. Government Obligations held by it as provided in Section 1404 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect an equivalent defeasance or covenant defeasance.

          Anything herein to the contrary notwithstanding, if and to the extent
the deposited money or U.S. Government Obligations (or the proceeds thereof)
either (i) cannot be applied by the Trustee in accordance with this Section
because of a court order or (ii) are for any reason insufficient in amount, then
the Company's obligations to pay principal of (and premium, if any) and interest
on the Securities of such series shall be reinstated to the extent necessary to
cover the deficiency on any due date for payment. In any case specified in
clause (i), the Company's interest in the deposited money and U.S. Government
Obligations (and proceeds thereof) shall be reinstated to the extent the
Company's payment obligations are reinstated.

                                   ----------

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

                                      -95-

<PAGE>

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

                                              THE BANK OF NEW YORK COMPANY,
                                                INC.


                                              By:/s/ Robert Keilman
                                                 -------------------------------
                                                 Name: Robert Keilman
                                                 Title: Comptroller

[Corporate Seal]
Attest:


/s/ Jacqueline R. McSwiggan
---------------------------


                                              NATIONSBANK OF GEORGIA,
                                                NATIONAL ASSOCIATION


                                              By: /s/ Sandra Carreker
                                                 -------------------------------
                                                 Name: Sandra Carreker
                                                 Title: Vice President

Attest:

/s/ Howard L. Shellkopf
--------------------------

                                      -96-

<PAGE>


STATE OF NEW YORK     )
                      )     ss.:
COUNTY OF NEW YORK    )

          On the 28 day of October, before me personally came Robert Keilman,
to me known, who, being by me duly sworn, did depose and say that he is
Comptroller of THE BANK OF NEW YORK COMPANY, INC., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                             /s/ Patricia K. Dolan

[NOTARIAL SEAL]

STATE OF GEORGIA      )
                      )     ss.:
COUNTY OF FULTON      )

          On the       day of                                   , before me
                ------        ---------------------------------
personally came Sandra Carreker, to me known, who, being by me duly sworn, did
depose and say that he is Vice President of NATIONSBANK OF GEORGIA, NATIONAL
ASSOCIATION, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.


                                           /s/ Jeanette S. Belt
                                           -------------------------------------
                                           Notary Public, Dekalb County, Georgia
[NOTARIAL SEAL]                            My Commission Expires March 26, 1994

                                      -97-