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                                                                     Exhibit 4.5
                                                                  EXECUTION COPY

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                       EVEREST REINSURANCE HOLDINGS, INC.

                                       to

                              JPMORGAN CHASE BANK,
                                   as Trustee

                                   ----------

                          JUNIOR SUBORDINATED INDENTURE

                          Dated as of November 14, 2002

                                   ----------

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                                TABLE OF CONTENTS

                                                                           Page

ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..........1

   SECTION 1.1.   Definitions.................................................1

   SECTION 1.2.   Compliance Certificate and Opinions.........................9

   SECTION 1.3.   Forms of Documents Delivered to Trustee....................10

   SECTION 1.4.   Acts of Holders............................................11

   SECTION 1.5.   Notices, Etc. to Trustee and Corporation...................13

   SECTION 1.6.   Notice to Holders; Waiver..................................13

   SECTION 1.7.   Conflict with Trust Indenture Act..........................14

   SECTION 1.8.   Effect of Headings and Table of Contents...................14

   SECTION 1.9.   Successors and Assigns.....................................14

   SECTION 1.10.  Separability Clause........................................14

   SECTION 1.11.  Benefits of Indenture......................................14

   SECTION 1.12.  Governing Law..............................................14

   SECTION 1.13.  Non-Business Days..........................................15

   SECTION 1.14.  Indenture and Securities Solely Corporate Obligations......15

ARTICLE II   SECURITY FORMS..................................................15

   SECTION 2.1.   Forms Generally............................................15

   SECTION 2.2.   Form of Face of Security...................................16

   SECTION 2.3.   Form of Reverse of Security................................19

   SECTION 2.4.   Additional Provisions Required in Global Security..........22

   SECTION 2.5.   Form of Trustee's Certificate of Authentication............22

ARTICLE III  THE SECURITIES..................................................22

   SECTION 3.1.   Title and Terms............................................22

   SECTION 3.2.   Denominations..............................................26

   SECTION 3.3.   Execution, Authentication, Delivery and Dating.............26

   SECTION 3.4.   Temporary Securities.......................................27

   SECTION 3.5.   Global Securities..........................................27

   SECTION 3.6.   Registration, Transfer and Exchange Generally..............29

   SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen Securities...........30

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                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

   SECTION 3.8.   Payment of Interest and Additional Interest;
                  Interest Rights Preserved..................................31

   SECTION 3.9.   Persons Deemed Owners......................................32

   SECTION 3.10.  Cancellation...............................................32

   SECTION 3.11.  Computation of Interest....................................33

   SECTION 3.12.  Deferrals of Interest Payment Dates........................33

   SECTION 3.13.  Right of Set-Off...........................................34

   SECTION 3.14.  Agreed Tax Treatment.......................................34

   SECTION 3.15.  Shortening of Stated Maturity..............................35

   SECTION 3.16.  CUSIP Numbers..............................................35

ARTICLE IV   SATISFACTION AND DISCHARGE......................................35

   SECTION 4.1.   Satisfaction and Discharge of Indenture....................35

   SECTION 4.2.   Application of Trust Money.................................36

ARTICLE V    REMEDIES........................................................37

   SECTION 5.1.   Events of Default..........................................37

   SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment.........38

   SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement
                  by Trustee.................................................39

   SECTION 5.4.   Trustee May File Proofs of Claim...........................40

   SECTION 5.5.   Trustee May Enforce Claim Without Possession of
                  Securities.................................................40

   SECTION 5.6.   Application of Money Collected.............................40

   SECTION 5.7.   Limitation on Suits........................................41

   SECTION 5.8.   Unconditional Right of Holders to Receive Principal,
                  Premium and Interest; Direct Action by Holders of
                  Preferred Securities.......................................42

   SECTION 5.9.   Restoration of Rights and Remedies.........................42

   SECTION 5.10.  Rights and Remedies Cumulative.............................42

   SECTION 5.11.  Delay or Omission Not Waiver...............................42

   SECTION 5.12.  Control by Holders.........................................43

   SECTION 5.13.  Waiver of Past Defaults....................................43

   SECTION 5.14.  Undertaking for Costs......................................44

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                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

   SECTION 5.15.  Waiver of Usury, Stay or Extension Laws....................44

ARTICLE VI   THE TRUSTEE.....................................................44

   SECTION 6.1.   Certain Duties and Responsibilities........................44

   SECTION 6.2.   Notice of Defaults.........................................44

   SECTION 6.3.   Certain Rights of Trustee..................................45

   SECTION 6.4.   Not Responsible for Recitals or Issuance of Securities.....46

   SECTION 6.5.   May Hold Securities........................................46

   SECTION 6.6.   Money Held in Trust........................................46

   SECTION 6.7.   Compensation and Reimbursement.............................47

   SECTION 6.8.   Disqualification; Conflicting Interests....................47

   SECTION 6.9.   Corporate Trustee Required; Eligibility....................48

   SECTION 6.10.  Resignation and Removal; Appointment of Successor..........48

   SECTION 6.11.  Acceptance of Appointment by Successor.....................49

   SECTION 6.12.  Merger, Conversion, Consolidation or Succession to
                  Business...................................................50

   SECTION 6.13.  Preferential Collection of Claims Against Corporation......51

   SECTION 6.14.  Appointment of Authenticating Agent........................51

ARTICLE VII  HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION...........52

   SECTION 7.1.   Corporation to Furnish Trustee Names and Addresses of
                  Holders....................................................52

   SECTION 7.2.   Preservation of Information, Communications to Holders.....53

   SECTION 7.3.   Reports by Trustee.........................................53

   SECTION 7.4.   Reports by Corporation.....................................53

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE............54

   SECTION 8.1.   Corporation May Consolidate, Etc., Only on Certain Terms...54

   SECTION 8.2.   Successor Corporation Substituted..........................54

ARTICLE IX   SUPPLEMENTAL INDENTURES.........................................55

   SECTION 9.1.   Supplemental Indentures without Consent of Holders.........55

   SECTION 9.2.   Supplemental Indentures with Consent of Holders............56

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<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

   SECTION 9.3.   Execution of Supplemental Indentures.......................58

   SECTION 9.4.   Effect of Supplemental Indentures..........................58

   SECTION 9.5.   Conformity with Trust Indenture Act........................58

   SECTION 9.6.   Reference in Securities to Supplemental Indentures.........58

ARTICLE X    COVENANTS.......................................................58

   SECTION 10.1.  Payment of Principal, Premium and Interest.................58

   SECTION 10.2.  Maintenance of Office or Agency............................58

   SECTION 10.3.  Money for Security Payments to be Held in Trust............59

   SECTION 10.4.  Statement as to Compliance.................................60

   SECTION 10.5.  Waiver of Certain Covenants................................60

   SECTION 10.6.  Additional Sums............................................61

   SECTION 10.7.  Additional Covenants.......................................61

   SECTION 10.8.  Original Issue Discount....................................62

ARTICLE XI   REDEMPTION OF SECURITIES........................................62

   SECTION 11.1.  Applicability of This Article..............................62

   SECTION 11.2.  Election to Redeem; Notice to Trustee......................62

   SECTION 11.3.  Selection of Securities to be Redeemed.....................63

   SECTION 11.4.  Notice of Redemption.......................................63

   SECTION 11.5.  Deposit of Redemption Price................................64

   SECTION 11.6.  Payment of Securities Called for Redemption................64

   SECTION 11.7.  Right of Redemption of Securities Initially Issued to
                  an Issuer Trust............................................65

ARTICLE XII  SINKING FUNDS...................................................65

   SECTION 12.1.  Applicability of Article...................................65

   SECTION 12.2.  Satisfaction of Sinking Fund Payments with Securities......66

   SECTION 12.3.  Redemption of Securities for Sinking Fund..................66

ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE..............................67

   SECTION 13.1.  Corporation's Option to Effect Defeasance or Covenant
                  Defeasance.................................................68

   SECTION 13.2.  Defeasance and Discharge...................................68

   SECTION 13.3.  Covenant Defeasance........................................68

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                                TABLE OF CONTENTS
                                   (continued)
                                                                           Page

   SECTION 13.4.  Conditions to Defeasance or Covenant Defeasance............69

   SECTION 13.5.  Deposited Money and Government Obligations to Be Held
                  in Trust; Miscellaneous Provisions.........................71

   SECTION 13.6.  Reinstatement..............................................71

   SECTION 13.7.  Qualifying Trustee.........................................71

ARTICLE XIV  SUBORDINATION OF SECURITIES.....................................72

   SECTION 14.1.  Securities Subordinate to Senior Indebtedness..............72

   SECTION 14.2.  No Payment When Senior Indebtedness in Default;
                  Payment Over of Proceeds Upon Dissolution, Etc.............72

   SECTION 14.3.  Payment Permitted If No Default............................73

   SECTION 14.4.  Subrogation to Rights of Holders of Senior Indebtedness....74

   SECTION 14.5.  Provisions Solely to Define Relative Rights................74

   SECTION 14.6.  Trustee to Effectuate Subordination........................75

   SECTION 14.7.  No Waiver of Subordination Provisions......................75

   SECTION 14.8.  Notice to Trustee..........................................75

   SECTION 14.9.  Reliance on Judicial Order or Certificate of
                  Liquidating Agent..........................................76

   SECTION 14.10. Trustee Not Fiduciary for Holders of Senior Indebtedness...76

   SECTION 14.11. Rights of Trustee as Holder of Senior Indebtedness;
                  Preservation of Trustee's Rights...........................76

   SECTION 14.12. Article Applicable to Paying Agents........................76

4976750.5 111402 0955C  02048574      -v-

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     JUNIOR SUBORDINATED INDENTURE, dated as of November 14, 2002, between
EVEREST REINSURANCE HOLDINGS, INC., a Delaware corporation (the "Corporation"),
having its principal office at 477 Martinsville Road, P.O. Box 830, Liberty
Corner, New Jersey 07938, and JPMORGAN CHASE BANK, a New York banking
corporation, as Trustee (the "Trustee").

                           RECITALS OF THE CORPORATION

     WHEREAS, the Corporation has duly authorized the execution and delivery of
this Indenture to provide for the issuance from time to time of its unsecured
junior subordinated debt securities in series (hereinafter called the
"Securities") of substantially the tenor hereinafter provided, including
Securities issued to evidence loans made to the Corporation of the proceeds from
the issuance from time to time by one or more business trusts (each an "Issuer
Trust") of undivided preferred beneficial interests in the assets of such Issuer
Trusts (the "Preferred Securities") and undivided common beneficial interests in
the assets of such Issuer Trusts (the "Common Securities" and, collectively with
the Preferred Securities, the "Trust Securities"), and to provide the terms and
conditions upon which the Securities are to be authenticated, issued and
delivered; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Corporation, 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 covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities or of any series thereof,
as follows:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1.   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 that are defined in the Trust Indenture
          Act, either directly or by reference therein, have the meanings
          assigned to them therein;

     (3)  The words "include", "includes" and "including" shall be deemed to be
          followed by the phrase "without limitation";

     (4)  All accounting terms not otherwise defined herein have the meanings
          assigned to them in accordance with United States generally accepted
          accounting principles;

4976750.5 111402 0955C  02048574      -1-

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     (5)  Whenever the context may require, any gender shall be deemed to
          include the others;

     (6)  Unless the context otherwise requires, any reference to an "Article"
          or a "Section" refers to an Article or a Section, as the case may be,
          of this Indenture; and

     (7)  The words "hereby", "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 1.4.

     "Additional Interest" means the interest, if any, that shall accrue on any
interest on the Securities of any series the payment of which has not been made
on the applicable Interest Payment Date and which shall accrue at the rate per
annum specified or determined as specified in such Security.

     "Additional Sums" has the meaning specified in Section 10.6.

     "Additional Taxes" means, in the case of Securities of a series initially
issued to an Issuer Trust, taxes, duties or other governmental charges imposed
on the Issuer Trust as a result of a Tax Event (which, for the sake of clarity,
does not include amounts required to be deducted or withheld by the Issuer Trust
from payments made by the Issuer Trust to or for the benefit of the Holder of,
or any Person that acquires a beneficial interest in, the Securities).

     "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.

     "Agent Member" means any member of, or participant in, the Depositary.

     "Applicable Procedures" means, with respect to any transfer or transaction
involving a Global Security or beneficial interest therein, the rules and
procedures of the Depositary for such Security, in each case to the extent
applicable to such transaction and as in effect from time to time.

     "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 6.14 to act on behalf of the Trustee to authenticate Securities of
one or more series.

     "Bankruptcy Code" means Title 11 of the United States Code or any successor
statute thereto, in each case as amended from time to time.

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

4976750.5 111402 0955C  02048574      -2-

<PAGE>

     "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Corporation to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

     "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (iii) a day on which the
Corporate Trust Office of the Trustee, or, with respect to the Securities of a
series initially issued to an Issuer Trust for so long as such Securities are
held by such Issuer Trust, the "Corporate Trust Office" (as defined in the
related Trust Agreement) of the Property Trustee or the Delaware Trustee under
the related Trust Agreement, is closed for business.

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

     "Common Securities" has the meaning specified in the first recital of this
Indenture.

     "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation.

     "Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of this Indenture is located at 4 New York Plaza, 15th
Floor, New York, NY 10004.

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

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

     "Corporation Request" and "Corporation Order" mean, respectively, the
written request or order signed in the name of the Corporation by its Chairman
of the Board of Directors, its Vice Chairman of the Board of Directors, its
President or a Vice President, and by its Chief Financial Officer, Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

     "Debt" means, with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent and without
duplication, (i) every obligation of such Person for money borrowed; (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses; (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person; (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business); (v) every capital lease obligation of such Person;
(vi)

4976750.5 111402 0955C  02048574      -3-

<PAGE>

all indebtedness of the Corporation, whether incurred on or prior to the date of
this Indenture or thereafter incurred, for claims in respect of derivative
products, including interest rate, foreign exchange rate and commodity forward
contracts, options and swaps and similar arrangements; (vii) every obligation of
the type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person
has guaranteed or is responsible or liable for, directly or indirectly, as
obligor or otherwise; and (viii) any renewals, extensions, refundings,
amendments or modifications of any obligation of the type referred to in clauses
(i) through (vii).

     "Defaulted Interest" has the meaning specified in Section 3.8.

     "Delaware Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Delaware Trustee" in the related Trust Agreement, solely in
its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Delaware trustee appointed as therein provided.

     "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, a
clearing agency registered under the Exchange Act that is designated as
Depositary by the Corporation pursuant to Section 3.1 with respect to such
Securities (or any successor thereto).

     "Discount Security" means any security that provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2.

     "Distributions," with respect to the Trust Securities issued by an Issuer
Trust, means amounts payable in respect of such Trust Securities as provided in
the related Trust Agreement and referred to therein as "Distributions."

     "Dollar" or "$" means the currency of the United States of America that, as
at the time of payment, is legal tender for the payment of public and private
debts.

     "Event of Default", unless otherwise specified with respect to a series of
Securities as contemplated by Section 3.1, has the meaning specified in Section
5.1.

     "Exchange Act" means the Securities Exchange Act of 1934 or any statute
successor thereto, in each case as amended from time to time.

     "Expiration Date" has the meaning specified in Section 1.4.

     "Extension Period" has the meaning specified in Section 3.12.

     "Global Security" means a Security that evidences all or part of a series
of Securities and that bears the legend set forth in Section 2.4 (or such legend
as may be specified as contemplated by Section 3.1), issued to the Depositary or
its nominee for such series, and registered in the name of such Depositary or
its nominee.

4976750.5 111402 0955C  02048574      -4-

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     "Guarantee Agreement" means, with respect to any Issuer Trust, the
Guarantee Agreement executed by the Corporation for the benefit of the Holders
of the Preferred Securities issued by such Issuer Trust as modified, amended or
supplemented from time to time.

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be amended or supplemented by one or more amendments indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
including, for all purposes of this instrument and any such amendment or
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument any such amendment or
supplemental indenture, respectively. The term "Indenture" shall also include
the terms of each particular series of Securities established as contemplated by
Section 3.1.

     "Interest Payment Date" means, as to each series of Securities, the Stated
Maturity of an installment of interest on such Securities.

     "Investment Company Act" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Investment Company Event" means the receipt by an Issuer Trust of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of the occurrence of a change in law or regulation or a written change
(including any announced prospective change) in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority, there is more than an insubstantial risk that such Issuer
Trust is or will be considered an "investment company" that is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the issuance of the Preferred Securities of such Issuer Trust.

     "Issuer Trust" has the meaning specified in the first recital of this
Indenture.

     "Maturity" when used with respect to any Security means the date on which
the principal of such Security or any installment 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.

     "Notice of Default" means a written notice of the kind specified in Section
5.1(3).

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Chief Financial Officer, Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary, of the Corporation and delivered to the Trustee.

     "Opinion of Counsel" means a written opinion of counsel who may be counsel
for or an employee of the Corporation or any Affiliate of the Corporation.

4976750.5 111402 0955C  02048574      -5-

<PAGE>

     "Original Issue Date" means the date of issuance specified as such in each
Security.

     "Outstanding" means, when used in reference to any Securities, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, except:

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

          (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 Corporation) in trust or set aside and
     segregated in trust by the Corporation (if the Corporation shall act as its
     own Paying Agent) for the Holders of such Securities; provided, however,
     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 in substitution for or in lieu of which other
     Securities have been authenticated and delivered or that have been paid
     pursuant to Section 3.7, unless proof satisfactory to the Trustee is
     presented that any such Securities are held by Holders in whose hands such
     Securities are valid, binding and legal obligations of the Corporation;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Corporation or any other obligor upon the Securities or any Affiliate of
the Corporation or 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 that a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned that
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 Corporation or
any other obligor upon the Securities or any Affiliate of the Corporation or
such other obligor. Upon the written request of the Trustee, the Corporation
shall furnish to the Trustee promptly an Officers' Certificate listing and
identifying all Securities, if any, known by the Corporation to be owned or held
by or for the account of the Corporation, or any other obligor on the Securities
or any Affiliate of the Corporation or such obligor, and subject to the
provisions of Section 6.1, the Trustee shall be entitled to accept such
Officers' Certificate as conclusive evidence of the facts therein set forth and
of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination. Notwithstanding anything herein to the
contrary, Securities of any series initially issued to an Issuer Trust that are
owned by such Issuer Trust shall be deemed to be Outstanding notwithstanding the
ownership by the Corporation or an Affiliate of any beneficial interest in such
Issuer Trust.

     "Paying Agent" means the Trustee or any Person authorized by the
Corporation to pay the principal of or any premium or interest on, or other
amounts in respect of, any Securities on behalf of the Corporation.

4976750.5 111402 0955C  02048574      -6-

<PAGE>

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, trust, unincorporated association or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

     "Place of Payment" means, with respect to the Securities of any series, the
place or places where the principal of and any premium and interest on the
Securities of such series are payable pursuant to Section 3.1.

     "Preferred Securities" has the meaning specified in the first recital of
this Indenture.

     "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. For the purposes of this definition, any security
authenticated and delivered under Section 3.7 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.

     "Proceeding" has the meaning specified in Section 14.2.

     "Property Trustee" means, with respect to any Issuer Trust, the Person
identified as the "Property Trustee" in the related Trust Agreement, solely in
its capacity as Property Trustee of such Issuer Trust under such Trust Agreement
and not in its individual capacity, or its successor in interest in such
capacity, or any successor property trustee appointed as therein provided.

     "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
with respect to the Securities of a series means, unless otherwise provided
pursuant to Section 3.1 with respect to Securities of such series, the date that
is fifteen days next preceding such Interest Payment Date (whether or not a
Business Day).

     "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 chief financial officer, the treasurer, any assistant
treasurer, the cashier, any senior trust officer, 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.

     "Rights Plan" means a plan of the Corporation or its subsidiaries providing
for the issuance by the Corporation or such subsidiary, as the case may be, to
all holders of its common stock of rights entitling the holders thereof to
subscribe for or purchase shares of any class or

4976750.5 111402 0955C  02048574      -7-

<PAGE>

series of capital stock of such entity which rights (i) are deemed to be
transferred with such shares of such common stock, and (ii) are also issued in
respect of future issuances of such common stock, in each case until the
occurrence of a specified event or events.

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

     "Securities Act" means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 3.6.

     "Senior Indebtedness" means the principal of and any premium and interest,
if any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Corporation whether or not such
claim for post-petition interest is allowed in such proceeding) on all Debt of
the Corporation, whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the Securities or to other
Debt that is pari passu with, or subordinated to, the Securities, provided,
however, that Senior Indebtedness shall not be deemed to include (a) any Debt of
the Corporation that, when incurred and without respect to any election under
Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to
the Corporation, (b) any Debt of the Corporation to any of its Subsidiaries, (c)
any Debt of the Corporation to any employee of the Corporation, (d) any
Securities, (e) trade accounts payable of the Corporation, and (f) accrued
liabilities arising in the ordinary course of business of the Corporation.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.8.

     "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or any premium or interest (including any
Additional Interest) thereon, means the date specified pursuant to the terms of
such Security as the fixed date on which the principal of such Security or such
installment of principal or any premium or interest (including any Additional
Interest) is due and payable, as such date may, in the case of the stated
maturity of the principal on any security, be shortened or extended as provided
pursuant to the terms of such Security and this Indenture and, in the case of
any installment of interest, subject to the deferral of any such date in the
case of any Extension Period.

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

4976750.5 111402 0955C  02048574      -8-

<PAGE>

     "Successor Security" of any particular Security means every Security issued
after, and 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 3.7 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.

     "Tax Event" means the receipt by an Issuer Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of (a) any amendment
to or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein, or (b) any judicial decision or any
official administrative pronouncement (including any private letter ruling,
technical advice memorandum or field service advice) or regulatory procedure (an
"Administrative Action"), regardless of whether such judicial decision or
Administrative Action is issued to or in connection with a proceeding involving
the Corporation or such Issuer Trust and whether or not subject to review or
appeal, which amendment, change, Administrative Action or decision is enacted,
promulgated or announced, in each case, on or after the date hereof, there is
more than an insubstantial risk that (i) such Issuer Trust is, or will be within
90 days of the date of such opinion, subject to United States Federal income tax
with respect to income received or accrued on the securities held by such Issuer
Trust, (ii) interest payable by the Corporation or original issue discount
accruing on such securities is not, or within 90 days of the date of such
opinion, will not be, deductible by the Corporation, in whole or in part, for
United States Federal income tax purposes, or (iii) such Issuer Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

     "Trust Agreement" means, with respect to any Issuer Trust, the trust
agreement or other governing instrument of such Issuer Trust.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument, solely in its capacity as such and not in its individual
capacity, 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 amended and
as in effect on the date as of this Indenture, except as provided in Section
9.5.

     "Trust Securities" has the meaning specified in the first recital of this
Indenture.

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

SECTION 1.2.   Compliance Certificate and Opinions.

     Upon any application or request by the Corporation to the Trustee to take
any action under any provision of this Indenture, the Corporation shall furnish
to the Trustee an Officers' Certificate stating that all conditions precedent
(including covenants compliance with which

4976750.5 111402 0955C  02048574      -9-

<PAGE>

constitutes a condition precedent), if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent (including covenants compliance with which constitutes a condition
precedent), if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than the certificates provided
pursuant to Section 10.4) shall include:

     (1)  a statement by each individual signing such certificate or opinion
          that such individual 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 of such individual
          contained in such certificate or opinion are based;

     (3)  a statement that, in the opinion of such individual, he or she has
          made such examination or investigation as is necessary to enable him
          or her 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 such individual, such
          condition or covenant has been complied with.

SECTION 1.3.   Forms of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Corporation 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 after reasonable
inquiry should know, that the certificate or opinion or representations with
respect to matters upon which his or her 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 Corporation stating that the
information with respect to such factual matters is in the possession of the
Corporation, unless such counsel knows, or after reasonable inquiry should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

4976750.5 111402 0955C  02048574      -10-

<PAGE>

     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.

     Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officers' Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally filed
in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Without limiting the generality of the foregoing, any Securities issued under
the authority of such defective document or instrument shall nevertheless be the
valid obligations of the Corporation entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities.

SECTION 1.4.   Acts of Holders.

(a)  Any request, demand, authorization, direction, notice, consent, waiver or
     other action provided by this Indenture to be given to or taken by Holders
     may be embodied in and evidenced by one or more instruments of
     substantially similar tenor signed by such Holders in person or by an agent
     duly appointed in writing; and, except as herein otherwise expressly
     provided, such action shall become effective when such instrument or
     instruments is or are delivered to the Trustee, and, where it is hereby
     expressly required, to the Corporation. 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 6.1) conclusive in favor of
     the Trustee and the Corporation, if made in the manner provided in this
     Section.

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

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

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

4976750.5 111402 0955C  02048574      -11-

<PAGE>

(e)  Any request, demand, authorization, direction, notice, consent, waiver or
     other action by 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 or suffered to be done by the Trustee or the
     Corporation in reliance thereon, whether or not notation of such action is
     made upon such Security.

(f)  The Corporation may set any day as a record date for the purpose of
     determining the Holders of Outstanding Securities of any series entitled to
     give, make or take any request, demand, authorization, direction, notice,
     consent, waiver or other action provided or permitted by this Indenture to
     be given, made or taken by Holders of Securities of such series; provided,
     however, that the Corporation may not set a record date for, and the
     provisions of this paragraph shall not apply with respect to, the giving or
     making of any notice, declaration, request or direction referred to in the
     next succeeding paragraph. If any record date is set pursuant to this
     paragraph, the Holders of Outstanding Securities of the relevant series on
     such record date, and no other Holders, shall be entitled to take the
     relevant action, whether or not such Holders remain Holders after such
     record date; provided, however, that no such action shall be effective
     hereunder unless taken on or prior to the applicable Expiration Date (as
     defined below) by Holders of the requisite principal amount of Outstanding
     Securities of such series on such record date. Nothing in this paragraph
     shall be construed to prevent the Corporation from setting a new record
     date for any action for which a record date has previously been set
     pursuant to this paragraph (whereupon the record date previously set shall
     automatically and with no action by any Person be cancelled and of no
     effect), and nothing in this paragraph shall be construed to render
     ineffective any action taken by Holders of the requisite principal amount
     of Outstanding Securities of the relevant series on the date such action is
     taken. Promptly after any record date is set pursuant to this paragraph,
     the Corporation, at its own expense, shall cause notice of such record
     date, the proposed action by Holders and the applicable Expiration Date to
     be given to the Trustee in writing and to each Holder of Securities of the
     relevant series in the manner set forth in Section 1.6.

     The Trustee may set any day as a record date for the purpose of determining
the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of
acceleration referred to in Section 5.2, (iii) any request to institute
proceedings referred to in Section 5.7(2), or (iv) any direction referred to in
Section 5.12, in each case with respect to Securities of such series. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities of such series on such record date, and no other Holders, shall be
entitled to join in such notice, declaration, request or direction, whether or
not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date. Nothing in this paragraph shall
be construed to prevent the Trustee from setting a new record date for any
action for which a record date has previously been set pursuant to this
paragraph (whereupon the record date previously set shall automatically and with
no action by any Person be cancelled and of no effect), and nothing in this
paragraph shall be construed to render ineffective any action taken by Holders
of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set
pursuant to this

4976750.5 111402 0955C  02048574      -12-

<PAGE>

paragraph, the Trustee, at the Corporation's expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Corporation in writing and to each Holder of Securities of
the relevant series in the manner set forth in Section 1.6.

     With respect to any record date set pursuant to this Section, the party
hereto that sets such record date may designate any day as the "Expiration Date"
and from time to time may change the Expiration Date to any earlier or later
day, provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities of the relevant series in the manner set forth in
Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date
is not designated with respect to any record date set pursuant to this Section,
the party hereto that set such record date shall be deemed to have initially
designated the 180th day after such record date as the Expiration Date with
respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be
later than the 180th day after the applicable record date.

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

SECTION 1.5.   Notices, Etc. to Trustee and Corporation.

     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, any holder of Preferred Securities or the
          Corporation shall be sufficient for every purpose hereunder if made,
          given, furnished or filed in writing to or with the Trustee at its
          Corporate Trust office, or

     (2)  the Corporation by the Trustee, any Holder or any holder of Preferred
          Securities shall be sufficient for every purpose (except as otherwise
          provided in Section 5.1) hereunder if in writing and mailed, first
          class, postage prepaid, to the Corporation 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 Corporation.

SECTION 1.6.   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 the address of such Holder as it appears in the Securities
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension
of or irregularities in regular mail service or for any other reason, it shall
be impossible or impracticable to mail

4976750.5 111402 0955C  02048574      -13-

<PAGE>

notice of any event to Holders when said notice is required to be given pursuant
to any provision of this Indenture or of the relevant Securities, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient 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.

SECTION 1.7.   Conflict with Trust Indenture Act.

     If any provision of this Indenture limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under the Trust Indenture
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 which 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 1.8.   Effect of Headings and Table of Contents.

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

SECTION 1.9.   Successors and Assigns.

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

SECTION 1.10.  Separability Clause.

     If 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 1.11.  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 and
assigns, the holders of Senior Indebtedness, the Holders of the Securities and,
to the extent expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and
9.2, the holders of Preferred Securities, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 1.12.  Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

4976750.5 111402 0955C  02048574      -14-

<PAGE>

YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

SECTION 1.13.  Non-Business Days.

     If any Interest Payment Date, Redemption Date or Stated Maturity of any
Security shall not be a Business Day, then (notwithstanding any other provision
of this Indenture or the Securities) payment of interest or principal (and
premium, if any) or other amounts in respect of such Security need not be made
on such date, but may be made on the next succeeding Business Day (and no
interest shall accrue in respect of the amounts whose payment is so delayed for
the period from and after such Interest Payment Date, Redemption Date or Stated
Maturity, as the case may be, until such next succeeding Business Day) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (in each case
with the same force and effect as if made on the Interest Payment Date or
Redemption Date or at the Stated Maturity).

SECTION 1.14.  Indenture and Securities Solely Corporate Obligations.

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

                                   ARTICLE II

                                 SECURITY FORMS

SECTION 2.1.   Forms Generally.

     The Securities of each series and the Trustee's certificate of
authentication shall be in substantially the forms set forth in this Article, or
in such other form or forms 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 applicable tax laws or 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
Corporation and delivered to the

4976750.5 111402 0955C  02048574      -15-

<PAGE>

Trustee at or prior to the delivery of the Corporation Order contemplated by
Section 3.3 with respect to the authentication and delivery of such Securities.

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

SECTION 2.2.   Form of Face of Security.

                       EVEREST REINSURANCE HOLDINGS, INC.

                               [Title of Security]
No.                                                                            $

     EVEREST REINSURANCE HOLDINGS, INC., a corporation organized and existing
under the laws of Delaware (hereinafter called the "Corporation", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to ___________________________, or
registered assigns, the principal sum of __________ Dollars on
____________________________ [if the Security is a Global Security, then insert,
if applicable--, or such other principal amount represented hereby as may be set
forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture,]; provided, however, that the Corporation may
shorten the Stated Maturity of the principal of this Security to a date not
earlier than _________________________ at any time on one or more occasions,
subject to certain conditions specified in Section 3.15 of the Indenture. The
Corporation further promises to pay interest on said principal sum from _____,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, [quarterly] [semi-annually] [if applicable, insert (subject
to deferral as set forth herein)] in arrears on [insert applicable Interest
Payment Dates] of each year, commencing ________________________________, at the
rate of % per annum, [if applicable insert -- together with Additional Sums, if
any, as provided in Section 10.6 of the Indenture], until the principal hereof
is paid or duly provided for or made available for payment [if applicable,
insert -; provided, however, that any overdue principal, premium or Additional
Sums and any overdue installment of interest shall bear Additional Interest at
the rate of % per annum (to the extent that the payment of such interest shall
be legally enforceable), compounded [quarterly] [semi-annually], from the dates
such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The amount of interest payable for any
period less than a full interest period shall be computed on the basis of a
360-day year of twelve 30-day months and the actual days elapsed in a partial
month in such period. The amount of interest payable for any full interest
period shall be computed by dividing the applicable rate per annum by
[four/two]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest
installment [if applicable insert--, which shall be the [_______________________
or ______________________] (whether or not a Business Day), as

4976750.5 111402 0955C  02048574      -16-

<PAGE>

the case may be, next preceding such Interest Payment Date]. Any such interest
not so punctually paid or duly provided for shall forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of 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 applicable, insert--So long as no Event of Default has occurred and is
continuing, the Corporation shall have the right, at any time during the term of
this Security, from time to time to defer the payment of interest on this
Security for up to ______ consecutive [quarterly] [semi-annual] interest payment
periods with respect to each deferral period (each an "Extension Period") [If
applicable, insert--, during which Extension Periods the Corporation shall have
the right to make partial payments of interest on any Interest Payment Date,
and] at the end of which the Corporation shall pay all interest then accrued and
unpaid including any Additional Interest, as provided below; provided, however,
that no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security [If Stated Maturity can be shortened or extended,
insert--, as then in effect,] and no such Extension Period may end on a date
other than an Interest Payment Date; and provided, further, however, that during
any such Extension Period, the Corporation shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Corporation's capital stock, or
(ii) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Corporation that rank
pari passu in all respects with or junior in interest to this Security (other
than (a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Corporation in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Corporation (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Corporation's
capital stock (or any capital stock of a Subsidiary of the Corporation) for any
class or series of the Corporation's capital stock or of any class or series of
the Corporation's indebtedness for any class or series of the Corporation's
capital stock, (c) the purchase of fractional interests in shares of the
Corporation's capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any Rights Plan, or the issuance of
rights, stock or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto, or (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or junior to
such stock). Prior to the termination of any such Extension Period, the
Corporation may further defer the payment of interest, provided, however, that
no Extension Period shall exceed ________ consecutive [quarterly] [semi-annual]
interest payment periods, extend beyond the Stated Maturity of the principal of
this Security or end on a date other than an Interest Payment Date. Upon the
termination of any such Extension Period and upon the

4976750.5 111402 0955C  02048574      -17-

<PAGE>

payment of all accrued and unpaid interest and any Additional Interest then due
on any Interest Payment Date, the Corporation may elect to begin a new Extension
Period, subject to the above conditions. No interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
shall bear Additional Interest (to the extent that the payment of such interest
shall be legally enforceable) at the rate of ____% per annum, compounded
[monthly] [quarterly] [semi-annually] and calculated as set forth in the first
paragraph of this Security, from the dates on which amounts would otherwise have
been due and payable until paid or made available for payment. The Corporation
shall give the Holder of this Security and the Trustee notice of its election to
begin any Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on this Security would be
payable but for such deferral [if applicable, insert--or so long as such
Securities are held by [insert name of applicable Issuer Trust], at least one
Business Day prior to the earlier of (i) the next succeeding date on which
Distributions on the Preferred Securities of such Issuer Trust would be payable
but for such deferral, and (ii) the date on which the Administrative Trustee of
such Issuer Trust is required to give notice to holders of such Preferred
Securities of the record date or the date such Distributions are payable].

     Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Corporation maintained for
that purpose in the [insert Place of Payment], 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 Corporation payment of interest may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Securities Register, or (ii) by wire transfer in immediately
available funds at such place and to such account as may be designated by the
Person entitled thereto as specified in the Securities Register; provided that
the Paying Agent shall have received satisfactory wire transfer instructions at
least __ Business Days prior to the applicable payment date.

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

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

4976750.5 111402 0955C  02048574      -18-

<PAGE>

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

                                           EVEREST REINSURANCE HOLDINGS, INC.


                                           By:  /s/
                                              ---------------------------------


Attest:


----------------------------------
[Secretary or Assistant Secretary]


SECTION 2.3.   Form of Reverse of Security.

     This Security is one of a duly authorized issue of securities of the
Corporation (herein called the "Securities"), issued and to be issued in one or
more series under the Junior Subordinated Indenture, dated as of November 14,
2002 (herein called the "Indenture"), between the Corporation and JPMORGAN CHASE
BANK, 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 Corporation, the
Trustee, the holders of Senior Indebtedness 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 [if
applicable, insert--, limited in aggregate principal amount to $__________].

     All terms used in this Security that are defined in the Indenture [if
applicable, insert--or in the Amended and Restated Trust Agreement, dated as of
______________________, 200_ (as modified, amended or supplemented from time to
time, the "Trust Agreement"), relating to [insert name of Issuer Trust] (the
"Issuer Trust") among the Corporation, as Depositor, the Trustees named therein
and the Holders from time to time of the Trust Securities issued pursuant
thereto,] shall have the meanings assigned to them in the Indenture [if
applicable, insert--or the Trust Agreement, as the case may be].

     [If applicable, insert--The Corporation may at any time, at its option, on
or after _________, ____, and subject to the terms and conditions of Article XI
of the Indenture, redeem this Security in whole at any time or in part from time
to time, at [if applicable, insert-- the following Redemption Prices (expressed
as percentages of the principal amount hereof): If redeemed during the 12-month
period beginning _____________,

4976750.5 111402 0955C  02048574      -19-

<PAGE>

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

and thereafter at a Redemption Price equal to 100% of the principal amount
hereof, together, in the case of any such redemption, with accrued interest [if
applicable, insert--, including any Additional Interest,] to but excluding the
date fixed for redemption,] a Redemption Price equal to 100% of the principal
amount hereof, together, in the case of any such redemption, with accrued
interest [if applicable, insert--, including any Additional Interest,] to but
excluding the date fixed for redemption.]

     [If applicable, insert--In addition, upon the occurrence and during the
continuation of a Tax Event or an Investment Company Event in respect of the
Issuer Trust, the Corporation may, at its option, at any time within 90 days of
the occurrence and during the continuation of such Tax Event or Investment
Company Event, as the case may be, redeem this Security, in whole but not in
part, subject to the terms and conditions of Article XI of the Indenture, at a
redemption price equal to [insert formula].]

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

     [If applicable, insert - The Securities of this series are not redeemable
prior to Stated Maturity.]

     [The Indenture contains provisions for satisfaction and discharge of [the
entire indebtedness of] [or] [certain restrictive covenants and Events of
Default with respect to] this Security [, in each case] this Security upon
compliance by the Corporation with certain conditions set forth in the
Indenture.]

     The Indenture permits, with certain exceptions as therein provided, the
Corporation and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Corporation and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting 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 Corporation 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.

     [If the Security is not a Discount Security, insert - As provided in and
subject to the provisions of the Indenture, if an Event of Default with respect
to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than 33% in aggregate principal amount of the Outstanding Securities of this

4976750.5 111402 0955C  02048574      -20-

<PAGE>

series may declare the principal amount of all the Securities of this series to
be due and payable immediately, by a notice in writing to the Corporation (and
to the Trustee if given by Holders) [If applicable, insert - ; provided,
however, that, if upon an Event of Default, the Trustee or such Holders fail to
declare the principal of all the Outstanding Securities of this series to be
immediately due and payable, the holders of at least 33% in aggregate
Liquidation Amount of the Preferred Securities then Outstanding shall have the
right to make such declaration by a notice in writing to the Corporation and the
Trustee]; and upon any such declaration the principal amount of and the accrued
interest (including any Additional Interest) on all the Securities of this
series shall become immediately due and payable, provided, however, that the
payment of principal and interest (including any Additional Interest) on such
Securities shall remain subordinated to the extent provided in Article XIII of
the Indenture.]

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and any premium and
interest [if applicable, insert -, including any Additional 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 registrable in the Securities Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Corporation maintained under Section 10.2 of the Indenture for
such purpose, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the Securities Registrar
duly executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Securities of this series, 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 $__ and any integral multiple of $__ in excess
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 Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     The Corporation, the Trustee and any agent of the Corporation 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 Corporation, the Trustee nor any such agent shall be affected by
notice to the contrary.

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

4976750.5 111402 0955C  02048574      -21-

<PAGE>

     THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS
THEREOF.

SECTION 2.4.   Additional Provisions Required in Global Security.

     Unless otherwise specified as contemplated by Section 3.1, any Global
Security issued hereunder shall, in addition to the provisions contained in
Sections 2.2 and 2.3, bear a legend in substantially the following form:

     THIS 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, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
     THE INDENTURE.

SECTION 2.5.   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.

Dated:
      -------------

                                           JPMORGAN CHASE BANK,
                                           as Trustee


                                           By:  /s/
                                              ---------------------------------
                                                     Authorized officer

                                   ARTICLE III

                                 THE SECURITIES

SECTION 3.1.   Title and Terms.

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

4976750.5 111402 0955C  02048574      -22-

<PAGE>

     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 3.3,
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 a series:

     (a)  the title of the securities of such series, which shall distinguish
          the Securities of the series from all other Securities;

     (b)  the limit, if any, upon the aggregate principal amount of the
          Securities of such series that 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 3.4, 3.5,
          3.6, 3.7, 9.6 or 11.6 and except for any Securities that, pursuant to
          Section 3.3, are deemed never to have been authenticated and delivered
          hereunder); provided, however, that the authorized aggregate principal
          amount of such series may be increased above such amount by a Board
          Resolution to such effect;

     (c)  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;

     (d)  the Stated Maturity or Maturities on which the principal of the
          Securities of such series is payable or the method of determination
          thereof, and any dates on which or circumstances under which, the
          Corporation shall have the right to extend or shorten such Stated
          Maturity or Maturities;

     (e)  the rate or rates at which the Securities of such series shall bear
          interest, if any, the rate or rates and extent to which Additional
          Interest, if any, shall be payable in respect of any Securities of
          such series, the date or dates from which any such interest or
          Additional Interest shall accrue, the Interest Payment Dates on which
          such interest shall be payable, the right, pursuant to Section 3.12 or
          as otherwise set forth therein, of the Corporation to defer or extend
          an Interest Payment Date, and the Regular Record Date for the interest
          payable on any Interest Payment Date or the method by which any of the
          foregoing shall be determined;

     (f)  the place or places where the principal of and any premium and
          interest (including any Additional Interest) on the Securities of such
          series shall be payable, the place or places where the Securities of
          such series may be presented for registration of transfer or exchange,
          any restrictions that may be applicable to any such transfer or
          exchange in addition to or in lieu of those set forth herein, and the
          place or places where notices and demands to or upon the Corporation
          in respect of the Securities of such series may be made;

     (g)  the period or periods within or the date or dates on which, if any,
          the price or prices at which and the terms and conditions upon which
          the Securities of such series may be redeemed, in whole or in part;

4976750.5 111402 0955C  02048574      -23-

<PAGE>

     (h)  the obligation or the right, if any, of the Corporation to redeem,
          repay or purchase the Securities of such series pursuant to any
          sinking fund, amortization or analogous provisions, or at the option
          of a Holder thereof, and the period or periods within which, the price
          or prices at which, the currency or currencies (including currency
          unit or units) in which and the other terms and conditions upon which
          Securities of the series shall be redeemed, repaid or purchased, in
          whole or in part, pursuant to such obligation;

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

     (j)  if other than Dollars, the currency or currencies (including any
          currency unit or units) in which the principal of and any premium and
          interest and Additional Interest, if any, on the Securities of the
          series shall be payable, or in which the Securities of the series
          shall be denominated and the manner of determining the equivalent
          thereof in Dollars for any purpose including for purposes of the
          definition of Outstanding;

     (k)  if the principal of or any premium or interest on any Securities of
          the series is to be payable, at the election of the Corporation or the
          Holder thereof, in one or more currencies or currency units other than
          that or those in which such Securities are stated to be payable, the
          currency, currencies or currency units in which the principal of or
          any premium or interest on such Securities as to which such election
          is made shall be payable, the periods within which and the terms and
          conditions upon which such election is to be made and the amount so
          payable (or the manner in which such amount shall be determined);

     (l)  the additions, modifications or deletions, if any, in the Events of
          Default or covenants of the Corporation set forth herein with respect
          to the Securities of such series;

     (m)  if other than the principal amount thereof, the portion of the
          principal amount of Securities of such series that shall be payable
          upon declaration of acceleration of the Maturity thereof;

     (n)  if the principal amount payable at the Stated Maturity of any
          Securities of the series will not be determinable as of any one or
          more dates prior to the Stated Maturity, the amount which shall be
          deemed to be the principal amount of such Securities as of any such
          date for any purpose thereunder or hereunder, including the principal
          amount thereof which shall be due and payable upon any Maturity other
          than the Stated Maturity or which shall be deemed to be Outstanding as
          of any date prior to the Stated Maturity (or, in any such case, the
          manner in which such amount deemed to be the principal amount shall be
          determined);

     (o)  the additions or changes, if any, to this Indenture with respect to
          the Securities of such series as shall be necessary to permit or
          facilitate the issuance of the

4976750.5 111402 0955C  02048574      -24-

<PAGE>

          Securities of such series in bearer form, registrable or not
          registrable as to principal, and with or without interest coupons;

     (p)  any index or indices used to determine the amount of payments of
          principal of and any premium on the Securities of such series or the
          manner in which such amounts will be determined;

     (q)  if applicable, that any Securities of the series shall be issuable in
          whole or in part in the form of one or more Global Securities and, in
          such case, the respective Depositaries for such Global Securities, the
          form of any legend or legends that shall be borne by any such Global
          Security in addition to or in lieu of that set forth in Section 2.4
          and any circumstances in addition to or in lieu of those set forth in
          Section 3.5 in which any such Global Security may be exchanged in
          whole or in part for Securities registered, and any transfer of such
          Global Security in whole or in part may be registered, in the name or
          names of Persons other than the Depositary for such Global Security or
          a nominee thereof;

     (r)  the appointment of any Paying Agent or agents for the Securities of
          such series;

     (s)  the terms of any right to convert or exchange Securities of such
          series into any other securities or property of the Corporation, and
          the additions or changes, if any, to this Indenture with respect to
          the Securities of such series to permit or facilitate such conversion
          or exchange;

     (t)  if such Securities are to be issued to an Issuer Trust, the form or
          forms of the Trust Agreement, Guarantee Agreement and Expense
          Agreement relating thereto;

     (u)  if other than as set forth herein, the relative degree, if any, to
          which the Securities of the series shall be senior to or be
          subordinated to other series of Securities in right of payment,
          whether such other series of Securities are Outstanding or not; and

     (v)  any other terms of the Securities of such series (which terms shall
          not be inconsistent with the provisions of this Indenture, except as
          permitted by Section 9.1(6)).

     All Securities of any one series shall be substantially identical, except
as to denomination and except as may otherwise be provided herein or in or
pursuant to such Board Resolution, and set forth, or determined in the manner
provided, in such Officers' Certificate or in any indenture supplemental hereto.

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

4976750.5 111402 0955C  02048574      -25-

<PAGE>

     The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in Article XIII.

SECTION 3.2.   Denominations.

     The Securities of each series shall be in registered form without coupons
and shall be issuable in denominations of $25 and any integral multiple of $25
in excess thereof, unless otherwise specified as contemplated by Section 3.1.

SECTION 3.3.   Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents attested by its Secretary or one of its Assistant
Secretaries or Vice Presidents. 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 officers of
the Corporation shall bind the Corporation, 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 Corporation may deliver Securities
of any series executed by the Corporation to the Trustee for authentication,
together with a Corporation Order for the authentication and delivery of such
Securities, and the Trustee in accordance with the Corporation Order shall
authenticate and deliver such Securities. If the form or terms of the Securities
of the series have been established by or pursuant to one or more Board
Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Securities, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon, an Opinion of
Counsel stating:

     (1)  if the form of such Securities has been established by or pursuant to
          Board Resolution as permitted by Section 2.1, that such form has been
          established in conformity with the provisions of this Indenture;

     (2)  if the terms of such Securities have been established by or pursuant
          to Board Resolution as permitted by Section 3.1, that such terms have
          been established in conformity with the provisions of this Indenture;
          and

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

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,
indemnities or immunities under the Securities and this Indenture or otherwise
in a manner that is not reasonably acceptable to the Trustee.

4976750.5 111402 0955C  02048574      -26-

<PAGE>

     Notwithstanding the provisions of Section 3.1 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 3.1 or the Corporation Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
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 the manual signature of one of its authorized
officers, 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
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 3.10, 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 3.4.   Temporary Securities.

     Pending the preparation of definitive Securities of any series, the
Corporation may execute, and upon Corporation Order the Trustee shall
authenticate and deliver, temporary Securities that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any denomination,
substantially of the tenor of the definitive Securities of such series 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.

     If temporary Securities of any series are issued, the Corporation will
cause definitive Securities of such series to be prepared without unreasonable
delay. After the preparation of definitive Securities, the temporary Securities
shall be exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Corporation designated for that
purpose without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities, the Corporation 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 having the same
Original Issue Date and Stated Maturity and having the same terms as such
temporary Securities. 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.

SECTION 3.5.   Global Securities.

(a)  Each Global Security issued under this Indenture shall be registered in the
     name of the Depositary designated by the Corporation for such Global
     Security or a nominee thereof

4976750.5 111402 0955C  02048574      -27-

<PAGE>

     and delivered to such Depositary or a nominee thereof or custodian
     therefor, and each such Global Security shall constitute a single Security
     for all purposes of this Indenture.

(b)  Notwithstanding any other provision in this Indenture, no Global Security
     may be exchanged in whole or in part for Securities registered, and no
     transfer of a Global Security in whole or in part may be registered, in the
     name of any Person other than the Depositary for such Global Security or a
     nominee thereof unless (i) such Depositary advises the Trustee and the
     Corporation in writing that such Depositary is no longer willing or able to
     properly discharge its responsibilities as Depositary with respect to such
     Global Security, and no successor is appointed within 90 days of receipt by
     the Corporation of such notice, (ii) such Depositary has ceased to be a
     clearing agency registered under the Exchange Act and no successor is
     appointed by the Corporation within 90 days after such termination, (iii)
     the Corporation executes and delivers to the Trustee a Corporation Order
     stating that the Corporation elects to terminate the book-entry system
     through the Depositary, or (iv) there shall have occurred and be continuing
     an Event of Default with respect to such Global Security.

(c)  If any Global Security is to be exchanged for other Securities or cancelled
     in whole, it shall be surrendered by or on behalf of the Depositary or its
     nominee to the Securities Registrar for exchange or cancellation as
     provided in this Article III. If any Global Security is to be exchanged for
     other Securities or cancelled in part, or if another Security is to be
     exchanged in whole or in part for a beneficial interest in any Global
     Security, then either (i) such Global Security shall be so surrendered for
     exchange or cancellation as provided in this Article III or (ii) the
     principal amount thereof shall be reduced or increased by an amount equal
     to the portion thereof to be so exchanged or cancelled, or equal to the
     principal amount of such other Security to be so exchanged for a beneficial
     interest therein, as the case may be, by means of an appropriate adjustment
     made on the records of the Securities Registrar, whereupon the Trustee, in
     accordance with the Applicable Procedures, shall instruct the Depositary or
     its authorized representative to make a corresponding adjustment to its
     records. Upon any such surrender or adjustment of a Global Security by the
     Depositary, accompanied by registration instructions, the Trustee shall,
     subject to Section 3.5(b) and as otherwise provided in this Article III,
     authenticate and deliver any Securities issuable in exchange for such
     Global Security (or any portion thereof) in accordance with the
     instructions of the Depositary. The Trustee shall not be liable for any
     delay in delivery of such instructions and may conclusively rely on, and
     shall be fully protected in relying on, such instructions.

(d)  Every Security authenticated and delivered upon registration of transfer
     of, or in exchange for or in lieu of, a Global Security or any portion
     thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or
     otherwise, shall be authenticated and delivered in the form of, and shall
     be, a Global Security, unless such Security is registered in the name of a
     Person other than the Depositary for such Global Security or a nominee
     thereof.

(e)  Securities distributed to holders of Book-Entry Preferred Securities (as
     defined in the applicable Trust Agreement) upon the dissolution of an
     Issuer Trust shall be distributed in the form of one or more Global
     Securities registered in the name of a Depositary or its nominee, and
     deposited with the Securities Registrar, as custodian for such Depositary,
     or

4976750.5 111402 0955C  02048574      -28-

<PAGE>

     with such Depositary, for credit by the Depositary to the respective
     accounts of the beneficial owners of the Securities represented thereby (or
     such other accounts as they may direct). Securities distributed to holders
     of Preferred Securities other than Book-Entry Preferred Securities upon the
     dissolution of an Issuer Trust shall not be issued in the form of a Global
     Security or any other form intended to facilitate book-entry trading in
     beneficial interests in such Securities.

(f)  The Depositary or its nominee, as the registered owner of a Global
     Security, shall be the Holder of such Global Security for all purposes
     under this Indenture and the Securities, and owners of beneficial interests
     in a Global Security shall hold such interests pursuant to the Applicable
     Procedures. Accordingly, any such owner's beneficial interest in a Global
     Security shall be shown only on, and the transfer of such interest shall be
     effected only through, records maintained by the Depositary or its nominee
     or its Agent Members. Neither the Trustee nor the Securities Registrar
     shall have any liability in respect of any transfers effected by the
     Depositary.

(g)  The rights of owners of beneficial interests in a Global Security shall be
     exercised only through the Depositary and shall be limited to those
     established by law and agreements between such owners and the Depositary
     and/or its Agent Members.

SECTION 3.6.   Registration, Transfer and Exchange Generally.

     The Corporation shall cause to be kept at the Corporate Trust Office of the
Trustee a register in which, subject to such reasonable regulations as it may
prescribe, the Corporation shall provide for the registration of Securities and
of transfers of Securities. Such register is herein sometimes referred to as the
"Securities Register". The Trustee is hereby appointed "Securities Registrar"
for the purpose of registering Securities and transfers of Securities as herein
provided.

     Upon surrender for registration of transfer of any Security at the offices
or agencies of the Corporation designated for that purpose the Corporation 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 of like tenor and aggregate principal
amount.

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

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

     Every Security presented or surrendered for transfer or exchange shall (if
so required by the Corporation or the Trustee) be duly endorsed, or be
accompanied by a written instrument of

4976750.5 111402 0955C  02048574      -29-

<PAGE>

transfer in form satisfactory to the Corporation and the Securities Registrar,
duly executed by the Holder thereof or such Holder's attorney duly authorized in
writing.

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

     Neither the Corporation nor the Trustee shall be required, pursuant to the
provisions of this Section, (i) to issue, register the transfer of or exchange
any Security of any series during a period beginning at the opening of business
15 days before the day of selection for redemption of Securities of that series
pursuant to Article XI and ending at the close of business on the day of mailing
of the notice of redemption, or (ii) to register the transfer of or exchange any
Security so selected for redemption in whole or in part, except, in the case of
any such Security to be redeemed in part, any portion thereof not to be
redeemed.

SECTION 3.7.   Mutilated, Destroyed, Lost and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Corporation or the Trustee to
save each of them harmless, the Corporation shall execute and the Trustee shall
authenticate and deliver in exchange therefor a new Security of the same series,
of like tenor and aggregate principal amount and bearing a number not
contemporaneously outstanding.

     If there shall be delivered to the Corporation and to 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 harmless, then, in the absence of notice to the Corporation or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Corporation shall execute and upon its written request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series, of like tenor and aggregate
principal amount as such destroyed, lost or stolen Security, and bearing a
number not contemporaneously outstanding.

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

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

     Every new Security issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Corporation, 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 the same series duly issued hereunder.

4976750.5 111402 0955C  02048574      -30-

<PAGE>

     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 3.8.   Payment of Interest and Additional Interest; Interest Rights
               Preserved.

     Interest and Additional Interest on any Security of any series that 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 in respect of Securities of such series, except
that, unless otherwise provided in the Securities of such series, interest and
any Additional Interest payable on the Stated Maturity of the principal of a
Security shall be paid to the Person to whom principal is paid. The initial
payment of interest on any Security of any series that is issued between a
Regular Record Date and the related Interest Payment Date shall be payable as
provided in such Security or in the Board Resolution pursuant to Section 3.1
with respect to the related series of Securities.

     Any interest on any Security that is due and payable, but is not timely
paid or duly provided for, on any Interest Payment Date for Securities of such
series (herein called "Defaulted Interest"), shall forthwith cease to be payable
to the registered Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at
its election in each case, as provided in Clause (1) or (2) below:

     (1)  The Corporation may elect to make payment of any Defaulted Interest to
          the Persons in whose names the Securities of such series in respect of
          which interest is in default (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 Corporation shall notify the
          Trustee in writing of the amount of Defaulted Interest proposed to be
          paid on each Security and the date of the proposed payment, and at the
          same time the Corporation shall deposit with the Trustee an amount of
          money equal to the aggregate amount proposed to be paid in respect of
          such Defaulted Interest or shall make arrangements satisfactory to the
          Trustee for such deposit prior to the date of the proposed payment,
          such money when deposited to be held in trust for the benefit of the
          Persons entitled to such Defaulted Interest as in this Clause
          provided. Thereupon the Trustee shall fix a Special Record Date for
          the payment of such Defaulted Interest, which shall be not more than
          15 days and not less than 10 days prior to the date of the proposed
          payment and not less than 10 days after the receipt by the Trustee of
          the notice of the proposed payment. The Trustee shall promptly notify
          the Corporation of such Special Record Date and, in the name and at
          the expense of the Corporation, 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
          a Security of such series at the address of such Holder as it appears
          in the Securities Register not less than 10 days prior to such Special
          Record Date. Notice of the proposed payment of such Defaulted Interest
          and the Special Record Date therefor having been so mailed, such
          Defaulted Interest shall be paid to the Persons in whose names the
          Securities

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<PAGE>

          of such series (or their respective Predecessor Securities) are
          registered on such Special Record Date and shall no longer be payable
          pursuant to the following Clause (2).

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

     Unless otherwise provided in or pursuant to this Indenture or any
supplemental indenture, interest on the Securities of any series will be
payable, at the option of the Corporation, (1) by wire transfer to an account at
a banking institution in the United States that the Holder designates in writing
to the Trustee at least 16 days prior to the Interest Payment Date or (2) by
check mailed to the address of the Holder as such address appears in the
Security Register for the Securities of such series.

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

SECTION 3.9.   Persons Deemed Owners.

     The Corporation, the Trustee and any agent of the Corporation or the
Trustee shall treat the Person in whose name any Security is registered as the
owner of such Security for the purpose of receiving payment of principal of and
(subject to Section 3.8) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Corporation, the Trustee nor any agent of the Corporation or the Trustee shall
be affected by notice to the contrary.

     No holder of any beneficial interest in any Global Security held on its
behalf by a Depositary shall have any rights under this Indenture with respect
to such Global Security, and such Depositary may be treated by the Corporation,
the Trustee and any agent of the Corporation or the Trustee as the owner of such
Global Security for all purposes whatsoever. None of the Corporation, the
Trustee nor any agent of the Corporation or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Security
or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Corporation, the Trustee or any agent of the Corporation or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and such holders of
beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary (or its nominee) as Holder of any
Security.

SECTION 3.10.  Cancellation.

4976750.5 111402 0955C  02048574      -32-

<PAGE>

     All Securities surrendered for payment, redemption, transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee, and any such Securities and Securities surrendered directly to the
Trustee for any such purpose shall be promptly canceled by it. The Corporation
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder that the Corporation may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section,
except as expressly permitted by this Indenture. All canceled Securities shall
be disposed of by the Trustee in accordance with its customary practices and the
Trustee shall deliver to the Corporation a certificate of such disposition.

SECTION 3.11.  Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series for any partial period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed in any partial month in such period, and interest
on the Securities of each series for a full period shall be computed by dividing
the rate per annum by the number of interest periods that together constitute a
full twelve months.

SECTION 3.12.  Deferrals of Interest Payment Dates.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, so long as no Event of Default has
occurred and is continuing, the Corporation shall have the right, at any time
during the term of such series, from time to time to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 3.1 (each, an "Extension Period"), during which
Extension Periods the Corporation shall, if so specified as contemplated by
Section 3.1, have the right to make no or partial payments of interest on any
Interest Payment Date. No Extension Period shall end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Corporation
shall pay all interest then accrued and unpaid on the Securities (together with
Additional Interest thereon, if any, at the rate specified for the Securities of
such series to the extent permitted by applicable law); provided, however, that
no Extension Period shall extend beyond the Stated Maturity of the principal of
the Securities of such series; and provided further, that during any such
Extension Period, the Corporation shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Corporation's capital stock, or (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Corporation that rank pari passu in all
respects with or junior in interest to the Securities of such series (other than
for each of (i) and (ii) (a) repurchases, redemptions or other acquisitions of
shares of capital stock of the Corporation in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
any one or more employees, officers, directors or consultants, in connection
with a dividend reinvestment or stockholder stock purchase plan or in connection
with the issuance of capital stock of the Corporation (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b)
repurchases, redemptions or other acquisitions as a result of an exchange or
conversion of any class or series of the Corporation's capital stock (or

4976750.5 111402 0955C  02048574      -33-

<PAGE>

any capital stock of a Subsidiary of the Corporation) for any class or series of
the Corporation's capital stock or of any class or series of the Corporation's
indebtedness for any class or series of the Corporation's capital stock, (c) the
purchase of fractional interests in shares of the Corporation's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).

     Prior to the termination of any such Extension Period, the Corporation may
further defer the payment of interest; provided, however, that no Extension
Period shall exceed the period or periods specified in such Securities, extend
beyond the Stated Maturity of the principal of such Securities or end on a date
other than an Interest Payment Date. Upon the termination of any such Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Corporation may
elect to begin a new Extension Period, subject to the above conditions. No
interest or Additional Interest shall be due and payable during an Extension
Period, except at the end thereof, but each installment of interest that would
otherwise have been due and payable during such Extension Period shall bear
Additional Interest as and to the extent as may be specified as contemplated by
Section 3.1. The Corporation shall give the Holders of the Securities of such
series and the Trustee written notice of its election to begin any such
Extension Period at least one Business Day prior to the next succeeding Interest
Payment Date on which interest on Securities of such series would be payable but
for such deferral or, with respect to any Securities of a series issued to an
Issuer Trust, so long as any such Securities are held by such Issuer Trust, at
least one Business Day prior to the earlier of (i) the next succeeding date on
which Distributions on the Preferred Securities of such Issuer Trust would be
payable but for such deferral, and (ii) the date on which the Property Trustee
of such Issuer Trust is required to give notice to any securities exchange or
other applicable self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable.

     The Trustee shall promptly give notice of the Corporation's election to
begin any such Extension Period to the Holders of the Outstanding Securities of
such series.

SECTION 3.13.  Right of Set-Off.

     With respect to the Securities of a series initially issued to an Issuer
Trust, notwithstanding anything to the contrary herein, the Corporation shall
have the right to set off any payment it is otherwise required to make in
respect of any such Security to the extent the Corporation has theretofore made,
or is concurrently on the date of such payment making, a payment under the
Guarantee Agreement relating to such Security or to a holder of Preferred
Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

SECTION 3.14.  Agreed Tax Treatment.

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<PAGE>

     Each Security issued hereunder shall provide that the Corporation and, by
its acceptance or acquisition of a Security or a beneficial interest therein,
the Holder of, and any Person that acquires a direct or indirect beneficial
interest in, such Security intend and agree to treat such Security as
indebtedness of the Corporation for United States Federal, state and local tax
purposes and, with respect to Securities of a series issued to an Issuer Trust,
to treat Preferred Securities of such Issuer Trust (including but not limited to
all payments and proceeds with respect to such Preferred Securities) as an
undivided beneficial ownership interest in the Securities (and payments and
proceeds therefrom, respectively) for United States Federal, state and local tax
purposes. The provisions of this Indenture shall be interpreted to further this
intention and agreement of the parties.

SECTION 3.15.  Shortening of Stated Maturity.

     If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, the Corporation shall have the right to
shorten the Stated Maturity of the principal of the Securities of such series at
any time to any date not earlier than the first date on which the Corporation
has the right to redeem the Securities of such series. In the event that the
Corporation elects to shorten the Stated Maturity of the Securities of such
series, it shall give written notice to the Trustee.

SECTION 3.16.  CUSIP Numbers.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1.   Satisfaction and Discharge of Indenture.

     This Indenture shall, upon Corporation 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 as otherwise provided
in this Section 4.1) and the Trustee, on demand of and at the expense of the
Corporation, 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 that have been destroyed, lost or stolen and
               that have been replaced or paid as provided in Section 3.7 and
               (ii) Securities for whose

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<PAGE>

               payment money has theretofore been deposited in trust or
               segregated and held in trust by the Corporation and thereafter
               repaid to the Corporation or discharged from such trust, as
               provided in Section 10.3) 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,

               (ii)   will become due and payable at their Stated Maturity
                      within one year of the date of deposit 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 Trustee in the name, and at
                      the expense, of the Corporation,

     and the Corporation, in the case of subclause (B)(i), (ii) or (iii) above,
     has deposited or caused to be deposited with the Trustee as trust funds in
     trust for such purpose (x) an amount in the currency or currencies in which
     the Securities of such series are payable, (y) Government Obligations which
     through the scheduled payment of principal and interest in respect thereof
     in accordance with their terms will provide, not later than the due date of
     any payment, money in an amount or (z) a combination thereof, in each case
     sufficient in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, 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 (including any Additional
     Interest) to the date of such deposit (in the case of Securities that have
     become due and payable) or to the Stated Maturity or Redemption Date, as
     the case may be;

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

     (3)  the Corporation 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 Corporation to the Trustee under Section 6.7, the obligations
of the Corporation to any Authenticating Agent under Section 6.14 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 4.2 and the
last paragraph of Section 10.3 shall survive.

SECTION 4.2.   Application of Trust Money.

     Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by the Trustee, in accordance with the provisions of the Securities and
this Indenture, to the payment, either

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<PAGE>

directly or through any Paying Agent (including the Corporation acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal any premium and interest (including any Additional Interest)
for the payment of which such money or obligations have been deposited with or
received by the Trustee.

     Moneys held by the Trustee under this Section shall not be subject to the
claims of holders of Senior Indebtedness under Article XIII.

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1.   Events of Default.

     "Event of Default", wherever used herein with respect to the Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body) except
as may be specified pursuant to Section 3.1:

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

     (2)  default in the payment of the principal of or any premium on any
          Security of that series at its Maturity; or

     (3)  default in the performance, or breach, of any covenant or warranty of
          the Corporation in this Indenture (other than a covenant or warranty a
          default in whose performance or whose 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 Corporation by the Trustee or to the
          Corporation and the Trustee by the Holders of at least 33% 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, unless the Trustee, or the Trustee and the Holders of a
          principal amount of Securities of such series not less than the
          principal amount of Securities that gave such notice, as the case may
          be, shall agree in writing to an extension of such period prior to its
          expiration; provided, however, that the Trustee, or the Trustee and
          the Holders of such principal amount of Securities of such series, as
          the case may be, shall be deemed to have agreed to an extension of
          such period if corrective action is initiated by the Corporation
          within such period and is being diligently pursued;

     (4)  the entry by a court having jurisdiction in the premises of (A) a
          decree or order for relief in respect of the Corporation in an
          involuntary case or proceeding under any

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<PAGE>

          applicable Federal or State bankruptcy, insolvency, reorganization or
          other similar law or (B) a decree or order adjudging the Corporation a
          bankrupt or insolvent, or approving as properly filed a petition
          seeking reorganization, arrangement, adjustment or composition of or
          in respect of the Corporation under any applicable Federal or State
          law, or appointing a custodian, receiver, liquidator, assignee,
          trustee, sequestrator or other similar official of the Corporation 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)  the commencement by the Corporation of a voluntary case or proceeding
          under any applicable Federal or State bankruptcy, insolvency,
          reorganization or other similar law or of any other case or proceeding
          to be adjudicated a bankrupt or insolvent, or the consent by it to the
          entry of a decree or order for relief in respect of the Corporation in
          an involuntary case or proceeding under any applicable Federal or
          State bankruptcy, insolvency, reorganization or other similar law or
          to the commencement of any bankruptcy or insolvency case or proceeding
          against it, or the filing by the Corporation of a petition or answer
          or consent seeking reorganization or relief under any applicable
          Federal or State 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 Corporation 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 authorization of any
          such action by the Board of Directors; or

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

SECTION 5.2.   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 and in every such case the Trustee or
the Holders of not less than 33% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Securities of that series to be due and payable immediately, by a notice in
writing to the Corporation (and to the Trustee if given by Holders); provided,
however, that in the case of the Securities of a series issued to an Issuer
Trust, if, upon an Event of Default, the Trustee or the Holders of not less than
33% in principal amount of the Outstanding Securities of such series fail to
declare the principal of all the Outstanding Securities of such series to be
immediately due and payable, the holders of at least 33% in aggregate
Liquidation Amount (as defined in the related Trust Agreement) of the related
series of Preferred Securities issued by such Issuer Trust then outstanding
shall have the right to make such declaration by a notice in writing to the
Corporation, the Property Trustee under related Trust Agreement and the Trustee;
and upon any such declaration such principal amount (or specified portion
thereof) of and the accrued interest (including any Additional Interest) on all
the Securities of such series shall become immediately due and payable.

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<PAGE>

     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 aggregate principal amount of the
Outstanding Securities of that series, by written notice to the Corporation and
the Trustee, may rescind and annul such declaration and its consequences if:

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

          (A)  all overdue installments of interest on all Securities of such
               series,

          (B)  any accrued Additional Interest on all Securities of such series,

          (C)  the principal of (and premium, if any, on) any Securities of such
               series that have become due otherwise than by such declaration of
               acceleration and interest and Additional Interest thereon at the
               rate borne by the 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, other
          than the non-payment of the principal of Securities of that series
          that has become due solely by such acceleration, have been cured or
          waived as provided in Section 5.13.

     In the case of Securities of a series initially issued to an Issuer Trust,
if the Holders of such Securities fail to annul such declaration and waive such
default, the holders of not less than a Majority in Liquidation Amount (as
defined in the related Trust Agreement) of the related series of Preferred
Securities issued by such Issuer Trust then outstanding shall also have the
right to rescind and annul such declaration and its consequences by written
notice to the Corporation and the Trustee, subject to the satisfaction of the
conditions set forth in Clauses (1) and (2) above of this Section 5.2.

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

SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by Trustee.

     The Corporation covenants that if:

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

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

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<PAGE>

the Corporation will, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities, the whole amount then due and payable
on such Securities for principal and any premium and interest (including any
Additional Interest), and, in addition thereto, all amounts owing the Trustee
under Section 6.7.

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

     If an Event of 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 5.4.   Trustee May File Proofs of Claim.

     In case of any judicial proceeding relative to the Corporation (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized 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 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 6.7.

SECTION 5.5.   Trustee May Enforce Claim 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, subject to
Article XIV and after provision for the payment of all the amounts owing the
Trustee and any predecessor Trustee under Section 6.7, its agents and counsel,
be for the ratable benefit of the Holders of the Securities in respect of which
such judgment has been recovered.

SECTION 5.6.   Application of Money Collected.

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<PAGE>

     Any money or property collected or to be applied by the Trustee with
respect to a series of Securities pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money or property on account of principal or any
premium or interest (including any Additional 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 and any predecessor
Trustee under Section 6.7;

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

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

SECTION 5.7.   Limitation on Suits.

     Subject to Section 5.8, no Holder of any Securities 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, assignee, trustee,
liquidator, sequestrator (or other similar official) or for any other remedy
hereunder, unless:

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

     (2)  the Holders of not less than a majority in aggregate principal amount
          of the Outstanding Securities of that series shall have made written
          request to the Trustee to institute proceedings in respect of such
          Event of 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 after its receipt of such notice, request and offer of
          indemnity has failed to institute any such proceeding for 60 days; 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
          aggregate 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 itself of, any provision of this Indenture to affect,
          disturb or prejudice the rights of any other Holders of Securities, or
          to obtain or to seek to obtain priority or preference over any other
          of such Holders or

4976750.5 111402 0955C 02048574       -41-

<PAGE>

          to enforce any right under this Indenture, except in the manner herein
          provided and for the equal and ratable benefit of all such Holders.

SECTION 5.8.   Unconditional Right of Holders to Receive Principal, Premium and
Interest; Direct Action by Holders of Preferred Securities.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security of any series shall have the right, which is absolute and
unconditional, to receive payment of the principal of and any premium and
(subject to Sections 3.8 and 3.12) interest (including any Additional Interest)
on such Security on the respective Stated 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 right shall not be impaired
without the consent of such Holder. In the case of Securities of a series issued
to an Issuer Trust, any registered holder of the series of Preferred Securities
issued by such Issuer Trust shall have the right, upon the occurrence of an
Event of Default described in Section 5.1(1) or 5.1(2), to institute a suit
directly against the Corporation for enforcement of payment to such holder of
principal of and any premium and (subject to Sections 3.8 and 3.12) interest
(including any Additional Interest) on the Securities having a principal amount
equal to the aggregate Liquidation Amount (as defined in the related Trust
Agreement) of such Preferred Securities held by such holder.

SECTION 5.9.   Restoration of Rights and Remedies.

     If the Trustee, any Holder or any holder of Preferred Securities issued by
any Issuer Trust 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, such Holder or such
holder of Preferred Securities, then and in every such case the Corporation, the
Trustee, such Holders and such holder of Preferred Securities shall, subject to
any determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee, such Holder and such holder of Preferred Securities shall continue as
though no such proceeding had been instituted.

SECTION 5.10.  Rights and Remedies Cumulative.

     Except as otherwise provided in the last paragraph of Section 3.7, no right
or remedy herein conferred upon or reserved to the Trustee or 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 5.11.  Delay or Omission Not Waiver.

     No delay or omission of the Trustee, any Holder of any Securities or any
holder of any Preferred Security to exercise any right or remedy accruing upon
any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein.

4976750.5 111402 0955C 02048574       -42-

<PAGE>

     Every right and remedy given by this Article or by law to the Trustee or to
the Holders and the right and remedy given to the holders of Preferred
Securities by Section 5.8 may be exercised from time to time, and as often as
may be deemed expedient, by the Trustee, the Holders or the holders of Preferred
Securities, as the case may be.

SECTION 5.12.  Control by Holders.

     The Holders of not less than a majority in aggregate 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, however, that:

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

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

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

SECTION 5.13.  Waiver of Past Defaults.

     The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series affected thereby and, in the case of
any Securities of a series initially issued to an Issuer Trust, the holders of a
Majority in Liquidation Amount (as defined in the related Trust Agreement) of
the Preferred Securities issued by such Issuer Trust may waive any past default
hereunder and its consequences with respect to such series except a default:

     (1)  in the payment of the principal of or any premium or interest
          (including any Additional Interest) on any Security of such series
          (unless such default has been cured and the Corporation has paid to or
          deposited with the Trustee a sum sufficient to pay all matured
          installments of interest (including any Additional Interest) and all
          principal of and any premium on all Securities of that series due
          otherwise than by acceleration), or

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

     Any such waiver shall be deemed to be on behalf of the Holders of all the
Securities of such series or, in the case of a waiver by holders of Preferred
Securities issued by such Issuer Trust, by all holders of Preferred Securities
issued by such Issuer Trust.

4976750.5 111402 0955C 02048574       -43-

<PAGE>

     Upon any such waiver, such default shall cease to exist, and any Event of
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 5.14.  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 or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder for the
enforcement of the payment of the principal of or any premium or interest
(including any Additional Interest) on any Security on or after the respective
Stated Maturities expressed in such Security.

SECTION 5.15.  Waiver of Usury, Stay or Extension Laws.

     The Corporation covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Corporation (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 VI

                                   THE TRUSTEE

SECTION 6.1.   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 6.2.   Notice of Defaults.

4976750.5 111402 0955C 02048574       -44-

<PAGE>

     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default within 90 days after it occurs 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 any premium or interest on any Securities of any
series or in the making of any sinking fund payment payable with respect to
Securities of any series, the Trustee may withhold the notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or responsible officers of the Trustee in good faith determines
that withholding the notice is in the interest of holders of Securities of that
series; and provided, however, that in the case of any default of the character
specified in Section 5.1(3) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 6.3.   Certain Rights of Trustee.

     Subject to the provisions of Section 6.1:

     (a)  the Trustee may conclusively rely and shall be fully protected in
          acting or refraining from acting upon any resolution, certificate,
          statement, instrument, opinion, report, notice, request, direction,
          consent, order, bond, debenture, Security 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 Corporation mentioned herein shall be
          sufficiently evidenced by a Corporation Request or Corporation Order
          and any resolution of the Board of Directors 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 of bad faith on its part, conclusively rely upon an Officers'
          Certificate;

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

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

4976750.5 111402 0955C 02048574       -45-

<PAGE>

          request, direction, consent, order, bond, indenture, Security or other
          paper or document, but the Trustee in its discretion may make such
          inquiry or investigation into such facts or matters as it may see fit,
          and, if the Trustee shall determine to make such inquiry or
          investigation, it shall be entitled to examine the books, records and
          premises of the Corporation, 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,
          attorneys, custodians or nominees and the Trustee shall not be
          responsible for any misconduct or negligence on the part of any agent,
          attorney, custodian or nominee appointed with due care by it
          hereunder.

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

     (i)  the Trustee shall not be under any obligation to take any action that
          is discretionary under the provisions of this Indenture.

     (j)  the Trustee shall not be charged with knowledge of any Event of
          Default unless either (1) a Responsible Officer of the Trustee shall
          have actual knowledge or (2) the Trustee shall have received notice
          thereof from the Corporation or a Holder.

     (k)  no permissive power or authority available to the Trustee shall be
          construed as a duty.

SECTION 6.4.   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
Corporation, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Corporation of the Securities or the proceeds thereof.

SECTION 6.5.   May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Securities
Registrar or any other agent of the Corporation, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
6.8 and 6.13, may otherwise deal with the Corporation with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent,
Securities Registrar or such other agent.

SECTION 6.6.   Money Held in Trust.

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<PAGE>

     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 Corporation.

SECTION 6.7.   Compensation and Reimbursement.

     The Corporation agrees:

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

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

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

     The Trustee shall have a lien prior to the Securities as to all property
and funds held by it hereunder for any amount owing it or any predecessor
Trustee pursuant to this Section 6.7, except with respect to funds held in trust
for the benefit of the Holders of particular Securities.

     Without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(4) or 5.1(5) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under the Bankruptcy Reform Act of 1978 or any successor statute.

     The obligations of the Corporation under this Section 6.7 shall survive the
satisfaction and discharge of this Indenture and the earlier resignation or
removal of the Trustee.

SECTION 6.8.   Disqualification; Conflicting Interests.

(a)  The Trustee for the Securities of any series issued hereunder shall be
     subject to the provisions of Section 310(b) of the Trust Indenture Act.
     Nothing herein shall prevent the Trustee from filing with the Commission
     the application referred to in the second to last paragraph of said Section
     310(b).

4976750.5 111402 0955C 02048574       -47-

<PAGE>

(b)  The Trust Agreement and the Guarantee Agreement with respect to each Issuer
     Trust shall be deemed to be specifically described in this Indenture for
     the purposes of clause (i) of the first proviso contained in Section 310(b)
     of the Trust Indenture Act.

SECTION 6.9.   Corporate Trustee Required; Eligibility.

     There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be the Trustee hereunder for
Securities of one or more other series. Each Trustee 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 any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, 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 with respect to the Securities of any series 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.

SECTION 6.10.  Resignation and Removal; Appointment of Successor.

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

(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 Corporation. If an
     instrument of acceptance by a successor Trustee shall not have been
     delivered to the Trustee within 30 days after the giving of such notice of
     resignation, the resigning Trustee may petition any court of competent
     jurisdiction for the appointment of a successor Trustee 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 aggregate principal
     amount of the Outstanding Securities of such series, delivered to the
     Trustee and to the Corporation.

(d)  If at any time:

     (1)  the Trustee shall fail to comply with Section 6.8 after written
          request therefor by the Corporation 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 6.9 and shall
          fail to resign after written request therefor by the Corporation 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,

4976750.5 111402 0955C 02048574       -48-

<PAGE>

     then, in any such case, (i) the Corporation, acting pursuant to the
     authority of a Board Resolution, may remove the Trustee with respect to the
     Securities of all series issued hereunder, or (ii) subject to Section 5.14,
     any Holder who has been a bona fide Holder of a Security for at least six
     months may, on behalf of such Holder and all others similarly situated,
     petition any court of competent jurisdiction for the removal of the Trustee
     with respect to the Securities of all series issued hereunder 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 Corporation, by a
     Board Resolution, shall promptly appoint a successor Trustee with respect
     to the Securities of that or those series. If, within one year after such
     resignation, removal or incapability, or the occurrence of such vacancy, no
     successor Trustee shall have been so appointed and accepted appointment in
     the manner required by Section 6.11, a successor Trustee with respect to
     the Securities of any series shall be appointed by Act of the Holders of a
     majority in aggregate principal amount of the Outstanding Securities of
     such series delivered to the Corporation and the retiring Trustee, and the
     successor Trustee so appointed shall, forthwith upon its acceptance of such
     appointment, become the successor Trustee with respect to the Securities of
     such series and supersede the successor Trustee appointed by the
     Corporation.

     If no successor Trustee with respect to the Securities of any series shall
     have been so appointed by the Corporation or the Holders and accepted
     appointment in the manner hereinafter provided, any Holder who has been a
     bona fide Holder of a Security of such series for at least six months may,
     subject to Section 5.14, on behalf of such Holder 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 Corporation 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 by mailing written notice of such event by first-class mail, postage
     prepaid, to the Holders of Securities of such series as their names and
     addresses appear in the Securities Register. 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.

SECTION 6.11.  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 Corporation 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 Corporation 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

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<PAGE>

     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 Corporation, 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 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 Corporation 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.

(c)  Upon request of any such successor Trustee, the Corporation shall execute
     any and all instruments for more fully and certainly vesting in and
     confirming to such successor Trustee all rights, powers and trusts referred
     to in paragraph (a) or (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 6.12.  Merger, Conversion, Consolidation or Succession to Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case

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<PAGE>

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, and in case any Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name
of any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.

SECTION 6.13.  Preferential Collection of Claims Against Corporation.

     If and when the Trustee shall be or become a creditor of the Corporation
(or any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Corporation (or any such other obligor).

SECTION 6.14.  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
(in accordance with procedures acceptable to the Trustee) and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section
3.7, 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.
Each Authenticating Agent shall be acceptable to the Corporation and shall at
all times be a corporation organized and doing business under the laws of the
United States of America, or of any State or Territory 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 all or substantially all of
the corporate trust business of an Authenticating Agent shall be the successor
Authenticating Agent hereunder, provided such corporation shall be otherwise
eligible under this Section, without the execution or filing of any paper or any
further act on the part of the Trustee or the Authenticating Agent.

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<PAGE>

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Corporation. 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 Corporation. 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 Corporation and shall give notice of
such appointment in the manner provided in Section 1.6 to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its
predecessor hereunder, with like effect as if originally named as an
Authenticating Agent. No successor Authenticating Agent shall be appointed
unless eligible under the provision of this Section.

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

     If an appointment of an Authenticating Agent 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:

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

Dated:
      ----------------------
                                           JPMORGAN CHASE BANK,
                                           As Trustee


                                           By:  /s/
                                              ---------------------------------
                                                    As Authenticating Agent


                                           By:  /s/
                                              ---------------------------------
                                                      Authorized Officer


                                   ARTICLE VII

              HOLDER'S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

SECTION 7.1.   Corporation to Furnish Trustee Names and Addresses of Holders.

     The Corporation will furnish or cause to be furnished to the Trustee:

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<PAGE>

     (a)  semi-annually, on or before June 30 and December 31 of each year, a
          list, in such form as the Trustee may reasonably require, of the names
          and addresses of the Holders as of a date not more than 15 days prior
          to the delivery thereof, and

     (b)  at such other times as the Trustee may request in writing, within 30
          days after the receipt by the Corporation 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,

in each case to the extent such information is in the possession or control of
the Corporation and has not otherwise been received by the Trustee in its
capacity as Securities Registrar.

SECTION 7.2.   Preservation of Information, Communications to Holders.

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

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

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

SECTION 7.3.   Reports by Trustee.

(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)  If required by Section 313(a) of the Trust Indenture Act, the Trustee
     shall, within sixty days after each September 15 following the date of this
     Indenture deliver to the Holders a brief report, dated as of such September
     15, which complies with the provisions of such Section 313(a).

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

SECTION 7.4.   Reports by Corporation.

     The Corporation shall file with the Trustee and with the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be

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<PAGE>

required pursuant to the Trust Indenture Act at the times and in the manner
provided in the Trust Indenture Act; provided, however, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with
the Trustee within 15 days after the same is required to be filed with the
Commission.

                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1.   Corporation May Consolidate, Etc., Only on Certain Terms.

     The Corporation shall not consolidate with or merge into any other Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Corporation or convey, transfer or lease its properties and assets substantially
as an entirety to the Corporation, unless:

     (1)  if the Corporation 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 corporation formed by such
          consolidation or into which the Corporation is merged or the Person
          that acquires by conveyance or transfer, or that leases, the
          properties and assets of the Corporation substantially as an entirety
          shall be a corporation, partnership or trust organized and existing
          under the laws of the United States of America or any State thereof,
          the District of Columbia, Bermuda or the Cayman Islands 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
          (including any Additional Interest) on all the Securities of every
          series and the performance of every covenant of this Indenture on the
          part of the Corporation to be performed or observed;

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

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

SECTION 8.2.   Successor Corporation Substituted.

     Upon any consolidation or merger by the Corporation with or into any other
Person, or any conveyance, transfer or lease by the Corporation of its
properties and assets substantially as an entirety to any Person in accordance
with Section 8.1, the successor corporation formed by

4976750.5 111402 0955C 02048574       -54-

<PAGE>

such consolidation or into which the Corporation 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 Corporation under this Indenture
with the same effect as if such successor Person had been named as the
Corporation herein; and in the event of any such conveyance or transfer the
Corporation shall be discharged from all obligations and covenants under the
Indenture and the Securities.

     Such successor Person may cause to be executed, and may issue either in its
own name or in the name of the Corporation, any or all of the Securities
issuable hereunder that theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of such successor
Person instead of the Corporation and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities that previously shall have been signed and
delivered by the officers of the Corporation to the Trustee for authentication
pursuant to such provisions and any Securities that such successor Person
thereafter shall cause to be executed and delivered to the Trustee on its behalf
for the purpose pursuant to such provisions. All the Securities so issued shall
in all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture.

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1.   Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders, the Corporation, 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 Corporation, and
          the assumption by any such successor of the covenants of the
          Corporation herein and in the Securities; or

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

     (3)  to establish the form or terms of Securities of any series as
          permitted by Sections 2.1 or 3.1; or

     (4)  to add to the covenants of the Corporation 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

4976750.5 111402 0955C 02048574       -55-

<PAGE>

          solely for the benefit of the series specified) or to surrender any
          right or power herein conferred upon the Corporation; or

     (5)  to add any additional Events of Default for the benefit of the Holders
          of all or any series of Securities (and if such additional Events of
          Default are to be for the benefit of less than all series of
          Securities, stating that such additional Events of Default are
          expressly being included solely for the benefit of the series
          specified); or

     (6)  to add to, change or eliminate any of the provisions of this
          Indenture; provided. however, that any such additional change or
          elimination shall (a) become effective only when there is no Security
          Outstanding of any series created prior to the execution of such
          supplemental indenture that is entitled to the benefit of such
          provision or (b) not apply to any Outstanding Securities; or

     (7)  to cure any ambiguity, to correct or supplement any provision herein
          that may be defective or inconsistent with any other provision herein,
          or to make any other provisions with respect to matters or questions
          arising under this Indenture, provided, however, that such action
          pursuant to this clause (7) shall not adversely affect the interest of
          the Holders of Securities of any series in any material respect or, in
          the case of the Securities of a series issued to an Issuer Trust and
          for so long as any of the corresponding series of Preferred Securities
          issued by such Issuer Trust shall remain outstanding, the holders of
          such Preferred Securities; 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 6.11(b); or

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

SECTION 9.2.   Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Corporation and
the Trustee, the Corporation, 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 of each series affected thereby,

     (1)  change the Stated Maturity of the principal of, or any installment of
          interest (including any Additional Interest) on, any Security, or
          reduce the principal amount thereof or the rate of interest thereon or
          any premium payable upon the

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<PAGE>

          redemption thereof, or reduce the amount of principal of a Discount
          Security that would be due and payable upon a declaration of
          acceleration of the Maturity thereof pursuant to Section 5.2, or
          change the place of payment where, or the coin or currency in which,
          any Security or 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 aggregate 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 5.13 or Section
          10.5, 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 Security affected
          thereby;

provided, further, that, in the case of the Securities of a series issued to an
Issuer Trust, so long as any of the corresponding series of Preferred Securities
issued by such Issuer Trust remains outstanding, (i) no such amendment shall be
made that adversely affects the holders of such Preferred Securities in any
material respect, and no termination of this Indenture shall occur, and no
waiver of any Event of Default or compliance with any covenant under this
Indenture shall be effective, without the prior consent of the holders of at
least a Majority in Liquidation Amount (as defined in the related Trust
Agreement) of such Preferred Securities then outstanding unless and until the
principal of and any premium on the Securities of such series and all accrued
and (subject to Section 3.12) unpaid interest (including any Additional
Interest) thereon have been paid in full, and (ii) no amendment shall be made to
Section 5.8 of this Indenture that would impair the rights of the holders of
Preferred Securities issued by any Issuer Trust provided therein without the
prior consent of the holders of each such Preferred Security then outstanding
unless and until the principal of and any premium on the Securities of such
series and all accrued and (subject to Section 3.12) unpaid interest (including
any Additional Interest) thereon have been paid in full.

     A supplemental indenture that changes or eliminates any covenant or other
provision of this Indenture that has expressly been included solely for the
benefit of one or more particular series of Securities or any corresponding
series of Preferred Securities of an Issuer Trust that holds the Securities of
any series, or that modifies the rights of the Holders of Securities of such
series or holders of such Preferred Securities of such corresponding 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 or
holders of Preferred Securities of any other such corresponding series.

     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.

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<PAGE>

SECTION 9.3.   Execution of Supplemental Indentures.

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

SECTION 9.4.   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 9.5.   Conformity with Trust Indenture Act.

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

SECTION 9.6.   Reference in Securities to Supplemental Indentures.

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

                                    ARTICLE X

                                    COVENANTS

SECTION 10.1.  Payment of Principal, Premium and Interest.

     The Corporation 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 (including any Additional Interest) on the Securities of that
series in accordance with the terms of such Securities and this Indenture.

SECTION 10.2.  Maintenance of Office or Agency.

     The Corporation 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,

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<PAGE>

where Securities of that series may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Corporation in respect
of the Securities of that series and this Indenture may be served. The
Corporation initially appoints the Trustee, acting through its Corporate Trust
Office, as its agent for said purposes. The Corporation will give prompt written
notice to the Trustee of any change in the location of any such office or
agency. If at any time the Corporation shall fail to maintain such office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Corporation hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

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

SECTION 10.3.  Money for Security Payments to be Held in Trust.

     If the Corporation 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 and any premium or interest on any of the Securities of such
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided, and will promptly notify the Trustee in writing of its
failure so to act.

     Whenever the Corporation shall have one or more Paying Agents, it will,
prior to 10:00 a.m., New York City time, on each due date of the principal of or
any premium or interest (including any Additional Interest) on any Securities,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be
held as provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Corporation will promptly notify the Trustee of its failure so to
act.

     The Corporation 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 (1) comply with the provisions of
the Trust Indenture Act applicable to it as a Paying Agent and (2) during the
continuance of any default by the Corporation (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in
respect of the Securities of that series.

     The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Corporation Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Corporation or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums

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were held by the Corporation 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 Corporation in trust for the payment of the principal of and any premium or
interest (including any Additional Interest) on any Security and remaining
unclaimed for two years after such principal and any premium or interest has
become due and payable shall (unless otherwise required by mandatory provision
of applicable escheat or abandoned or unclaimed property law) be paid on
Corporation Request to the Corporation, or (if then held by the Corporation)
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Corporation for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Corporation 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 Corporation 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 Corporation.

SECTION 10.4.  Statement as to Compliance.

     The Corporation shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Corporation ending after the date hereof, an
Officers' Certificate covering the preceding calendar year, stating whether or
not to the best knowledge of the signers thereof the Corporation is in default
in the performance, observance or fulfillment of or compliance with any of the
terms, provisions, covenants and conditions of this Indenture, and if the
Corporation shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge. For the purpose of this Section
10.4, compliance shall be determined without regard to any grace period or
requirement of notice provided pursuant to the terms of this Indenture.

SECTION 10.5.  Waiver of Certain Covenants.

     Subject to the rights of holders of Preferred Securities specified in
Section 9.2, if any, the Corporation may omit in any particular instance to
comply with any covenant or condition provided pursuant to Section 3.1, 9.1(3)
or 9.1(4) with respect to the Securities of any series, if before or after the
time for such compliance the Holders of at least a majority in aggregate
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 covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived,
and, until such waiver shall become effective, the obligations of the
Corporation in respect of any such covenant or condition shall remain in full
force and effect.

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SECTION 10.6.  Additional Sums.

     In the case of the Securities of a series initially issued to an Issuer
Trust, so long as no Event of Default has occurred and is continuing and except
as otherwise specified as contemplated by Section 2.1 or Section 3.1, if (i) an
Issuer Trust is the Holder of all of the Outstanding Securities of such series,
and (ii) a Tax Event described in clause (i) or (iii) in the definition of Tax
Event in Section 1.1 hereof has occurred and is continuing in respect of such
Issuer Trust, the Corporation shall pay to such Issuer Trust (and its permitted
successors or assigns under the related Trust Agreement) for so long as such
Issuer Trust (or its permitted successor or assignee) is the registered holder
of the Outstanding Securities of such series, such additional sums as may be
necessary in order that the amount of Distributions (including any Additional
Amounts (as defined in such Trust Agreement)) then due and payable by such
Issuer Trust on the related Preferred Securities and Common Securities that at
any time remain outstanding in accordance with the terms thereof shall not be
reduced as a result of any Additional Taxes arising from such Tax Event (the
"Additional Sums"). Whenever in this Indenture or the Securities there is a
reference in any context to the payment of principal of or interest on the
Securities, such mention shall be deemed to include mention of the payments of
the Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest pursuant to Section 3.12 on the Securities shall not defer the
payment of any Additional Sums that may be due and payable.

SECTION 10.7.  Additional Covenants.

     The Corporation covenants and agrees with each Holder of Securities of each
series that during any Extension Period it shall not (x) declare or pay any
dividends or distributions on, or redeem purchase, acquire or make a liquidation
payment with respect to, any shares of the Corporation's capital stock, or (y)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Corporation that rank pari passu
in all respects with or junior in interest to the Securities of such series
(other than for each of (i) and (ii) (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Corporation in connection with
any employment contract, benefit plan or other similar arrangement with or for
the benefit of any one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Corporation (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) repurchases, redemptions or other acquisitions as a result of an exchange or
conversion of any class or series of the Corporation's capital stock (or any
capital stock of a Subsidiary of the Corporation) for any class or series of the
Corporation's capital stock or of any class or series of the Corporation's
indebtedness for any class or series of the Corporation's capital stock, (c) the
purchase of fractional interests in shares of the Corporation's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (d) any declaration of a dividend in
connection with any Rights Plan, or the issuance of rights, stock or other
property under any

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Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e)
any dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with or junior to such stock).

     The Corporation also covenants with each Holder of Securities of a series
issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the
Common Securities of such Issuer Trust, provided that any permitted successor of
the Corporation hereunder may succeed to the Corporation's ownership of such
Common Securities, (ii) as holder of such Common Securities, not to voluntarily
terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection
with a distribution of the Securities of such series to the holders of the
related Preferred Securities in liquidation of such Issuer Trust, or (b) in
connection with certain mergers, consolidations or amalgamations permitted by
the related Trust Agreement, and (iii) to use its reasonable efforts, consistent
with the terms and provisions of such Trust Agreement, to cause such Issuer
Trust to continue not to be taxable as a corporation for United States federal
income tax purposes.

SECTION 10.8.  Original Issue Discount.

     For each year during which any Securities that were issued with original
issue discount are Outstanding, the Corporation shall furnish to each Paying
Agent in a timely fashion such information as may be reasonably requested by
each Paying Agent in order that each Paying Agent may prepare the information
which it is required to report for such year on Internal Revenue Service Forms
1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as
amended. Such information shall include the amount of original issue discount
includible in income for each $25 of principal amount at Stated Maturity of
outstanding Securities during such year.

                                   ARTICLE XI

                            REDEMPTION OF SECURITIES

SECTION 11.1.  Applicability of This 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 3.1 for such Securities) in accordance with
this Article.

SECTION 11.2.  Election to Redeem; Notice to Trustee.

     The election of the Corporation to redeem any Securities shall be evidenced
by or pursuant to a Board Resolution or in another manner specified as
contemplated by Section 3.1 for such Securities. In case of any redemption at
the election of the Corporation, the Corporation shall, at least 45 days prior
to the Redemption Date (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee in writing and, in the case of Securities of a
series held by an Issuer Trust, the Property Trustee under the related Trust
Agreement, of such date and of the principal amount of Securities of the
applicable series to be redeemed and provide the additional information required
to be included in the notice or notices contemplated by Section 11.4;

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provided that in the case of any series of Securities initially issued to an
Issuer Trust, for so long as such Securities are held by such Issuer Trust, such
notice shall be given not less than 45 nor more than 75 days prior to such
Redemption Date (unless a shorter notice shall be satisfactory to the Property
Trustee under the related Trust Agreement). In the case of any redemption of
Securities (1) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or (2) pursuant to an election of the
Corporation which is subject to a condition specified in the terms of such
Securities, the Corporation shall furnish the Trustee with an Officers'
Certificate and an Opinion of Counsel evidencing compliance with such
restriction or condition.

SECTION 11.3.  Selection of Securities to be Redeemed.

     If less than all the Securities of any series 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 a portion of the principal amount of any Security of such series,
provided, however, that the unredeemed portion of the principal amount of any
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.

     The Trustee shall promptly notify the Corporation in writing of the
Securities selected for partial redemption and 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 Security redeemed or to be redeemed only in part, to the
portion of the principal amount of such Security that has been or is to be
redeemed.

     The provisions of the two preceding paragraphs shall not apply with respect
to any redemption affecting only a single Security, whether such Security is to
be redeemed in whole or in part. In the case of any such redemption in part, the
unredeemed portion of the principal amount of the Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

SECTION 11.4.  Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
the address of such Holder as it appears in the Securities Register, provided,
however, that in the case of any series of Securities initially issued to an
Issuer Trust, for so long as such Securities are held by such Issuer Trust, such
notice shall be given not less than 45 nor more than 75 days prior to such
Redemption Date (unless a shorter notice shall be satisfactory to the Property
Trustee under the related Trust Agreement).

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

     (1)  the Redemption Date;

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     (2)  the Redemption Price or, if the Redemption Price cannot be calculated
          prior to the time the notice is required to be sent, the estimate of
          the Redemption Price together with a statement that it is an estimate,
          as calculated by the Corporation and that the actual Redemption Price
          will be calculated on the third Business Day prior to the Redemption
          Date (and if an estimate is provided, a further notice shall be sent
          of the actual Redemption Price on the date that such Redemption Price
          is calculated);

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

     (4)  that on the Redemption Date, the Redemption Price will become due and
          payable upon each such Security or portion thereof, and that interest
          (including any Additional Interest) thereon, if any, shall cease to
          accrue on and after said date;

     (5)  the place or places where such Securities are to be surrendered for
          payment of the Redemption Price;

     (6)  that the redemption is for a sinking fund, if such is the case;

     (7)  such other provisions as may be required in respect of the terms of a
          particular series of Securities.

     Notice of redemption of Securities to be redeemed at the election of the
Corporation shall be given by the Corporation or, at the Corporation's request,
by the Trustee in the name and at the expense of the Corporation and shall be
irrevocable. The notice if mailed in the manner provided above shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any
defect in the notice to the Holder of any Security designated for redemption as
a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Security.

SECTION 11.5.  Deposit of Redemption Price.

     Prior to 10:00 a.m., New York City time, on the Redemption Date specified
in the notice of redemption given as provided in Section 11.4, the Corporation
will deposit with the Trustee or with one or more Paying Agents (or if the
Corporation is acting as its own Paying Agent, the Corporation will segregate
and hold in trust as provided in Section 10.3) an amount of money sufficient to
pay the Redemption Price of, and any accrued interest (including any Additional
Interest) on, all the Securities (or portions thereof) that are to be redeemed
on that date.

SECTION 11.6.  Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.4, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment in said
notice specified,

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the said Securities or the specified portions thereof shall be paid and redeemed
by the Corporation at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section 3.1,
installments of interest (including any Additional Interest) whose Stated
Maturity is on or prior to the Redemption Date will 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 the terms and
the provisions of Section 3.8.

     Upon presentation of any Security redeemed in part only, the Corporation
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Corporation, a new Security or Securities of the
same series, of authorized denominations, in aggregate principal amount equal to
the unredeemed portion of the Security so presented and having the same Original
Issue Date, Stated Maturity and terms.

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

SECTION 11.7.  Right of Redemption of Securities Initially Issued to an Issuer
Trust.

     In the case of the Securities of a series initially issued to an Issuer
Trust, except as otherwise specified as contemplated by Section 3.1, the
Corporation, at its option, may redeem such Securities (i) on or after the date
specified in such Security, in whole at any time or in part from time to time,
or (ii) upon the occurrence and during the continuation of a Tax Event or an
Investment Company Event, at any time within 90 days following the occurrence
and during the continuation of such Tax Event or Investment Company Event, in
whole (but not in part), in each case at a Redemption Price specified in such
Security, together with accrued interest (including any Additional Interest) to
the Redemption Date.

     If less than all the Securities of any such series are to be redeemed, the
aggregate principal amount of such Securities remaining Outstanding after giving
effect to such redemption shall be sufficient to satisfy any provisions of the
Trust Agreement related to the Issuer Trust to which such Securities were
issued, including any requirement in such Trust Agreement as to the minimum
Liquidation Amount (as defined in such Trust Agreement) of Preferred Securities
that may be held by a holder of Preferred Securities thereunder.

                                   ARTICLE XII

                                  SINKING FUNDS

SECTION 12.1.  Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of any series except as otherwise specified as
contemplated by Section 3.1 for such Securities.

     The minimum amount of any sinking fund payment provided for by the terms of
any Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any

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sinking fund payment in excess of such minimum amount that is permitted to be
made by the terms of such Securities of any series is herein referred to as an
"optional sinking fund payment". If provided for by the terms of any Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of such Securities.

SECTION 12.2.  Satisfaction of Sinking Fund Payments with Securities.

     In lieu of making all or any part of a mandatory sinking fund payment with
respect to any Securities of a series in cash, the Corporation may at its
option, at any time no more than 16 months and no less than 45 days prior to the
date on which such sinking fund payment is due, deliver to the Trustee
Securities of such series theretofore purchased or otherwise acquired by the
Corporation, except Securities of such series that have been redeemed through
the application of mandatory or optional sinking fund payments pursuant to the
terms of the Securities of such series, accompanied by a Corporation Order
instructing the Trustee to credit such obligations and stating that the
Securities of such series were originally issued by the Corporation by way of
bona fide sale or other negotiation for value; provided that the Securities to
be so credited have not been previously so credited. The Securities to be so
credited shall be received and credited for such purpose by the Trustee at the
Redemption Price for such Securities, as specified in the Securities so to be
redeemed, for redemption through operation of the sinking fund and the amount of
such sinking fund payment shall be reduced accordingly.

SECTION 12.3.  Redemption of Securities for Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Corporation will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such Securities pursuant to the terms of such Securities, the portion thereof,
if any, which is to be satisfied by payment of cash in the currency in which the
Securities of such series are payable (except as provided pursuant to Section
3.1) and the portion thereof, if any, that is to be satisfied by delivering and
crediting Securities pursuant to Section 12.2 and stating the basis for such
credit and that such Securities have not been previously so credited, and will
also deliver to the Trustee any Securities to be so delivered. Such Officers'
Certificate shall be irrevocable and upon its delivery the Corporation shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the succeeding sinking fund payment date. In the case of the failure
of the Corporation to deliver such Officers' Certificate (or, as required by
this Indenture, the Securities and coupons, if any, specified in such Officers'
Certificate) by the due date therefor, the sinking fund payment due on the
succeeding sinking fund payment date for such series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of the Securities of
such series subject to a mandatory sinking fund payment without the right to
deliver or credit securities as provided in Section 12.2 and without the right
to make the optional sinking fund payment with respect to such series at such
time.

     Any sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made with respect
to the Securities of any particular series shall be applied by the Trustee (or
by the Corporation if the Corporation is acting as its own Paying Agent) on the
sinking fund payment date on which such payment is

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made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date immediately following the date of such payment) to the
redemption of Securities of such series at the Redemption Price specified in
such Securities with respect to the sinking fund. Any sinking fund moneys not so
applied or allocated by the Trustee (or, if the Corporation is acting as its own
Paying Agent, segregated and held in trust by the Corporation as provided in
Section 10.3) for such series and together with such payment (or such amount so
segregated) shall be applied in accordance with the provisions of this Section
12.3. Any and all sinking fund moneys with respect to the Securities of any
particular series held by the Trustee (or if the Corporation is acting as its
own Paying Agent, segregated and held in trust as provided in Section 10.3) on
the last sinking fund payment date with respect to Securities of such series and
not held for the payment or redemption of particular Securities of such series
shall be applied by the Trustee (or by the Corporation if the Corporation is
acting as its own Paying Agent), together with other moneys, if necessary, to be
deposited (or segregated) sufficient for the purpose, to the payment of the
principal of the Securities of such series at Maturity. The Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Corporation in the manner provided in
Section 11.4. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
11.6. On or before each sinking fund payment date, the Corporation shall pay to
the Trustee (or, if the Corporation is acting as its own Paying Agent, the
Corporation shall segregate and hold in trust as provided in Section 10.3) in
cash a sum in the currency in which Securities of such series are payable
(except as provided pursuant to Section 3.1) equal to the principal and any
premium and interest (including any Additional Interest) accrued to the
Redemption Date for Securities or portions thereof to be redeemed on such
sinking fund payment date pursuant to this Section 12.3.

     Neither the Trustee nor the Corporation shall redeem any Securities of a
series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund for such series during the
continuance of a default in payment of interest, if any, on any Securities of
such series or of any Event of Default (other than an Event of Default occurring
as a consequence of this paragraph) with respect to the Securities of such
series, except that if the notice of redemption shall have been provided in
accordance with the provisions hereof, the Trustee (or the Corporation, if the
Corporation is then acting as its own Paying Agent) shall redeem such Securities
if cash sufficient for that purpose shall be deposited with the Trustee (or
segregated by the Corporation) for that purpose in accordance with the terms of
this Article XII. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into such sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of the
Securities and coupons, if any, of such series; provided, however, that in case
such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the
Securities of such series on which such moneys may be applied pursuant to the
provisions of this Section 12.3.

                                  ARTICLE XIII

                       DEFEASANCE AND COVENANT DEFEASANCE

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SECTION 13.1.  Corporation's Option to Effect Defeasance or Covenant Defeasance.

     The Corporation may elect, at its option at any time, to have Section 13.2
or Section 13.3 applied to any Securities or any series of Securities, as the
case may be, designated pursuant to Section 3.1 as being defeasible pursuant to
such Section 13.2 or 13.3, in accordance with any applicable requirements
provided pursuant to Section 3.1 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution.

SECTION 13.2.  Defeasance and Discharge.

     Upon the Corporation's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, the
Corporation shall be deemed to have been discharged from its obligations with
respect to such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.4 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Corporation
shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities 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 Corporation, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of such
Securities to receive, solely from the trust fund described in Section 13.4 and
as more fully set forth in such Section, payments in respect of the principal of
and any premium and interest on such Securities when payments are due, (2) the
Corporation's obligations with respect to such Securities under Sections 3.5,
3.6, 10.2 and 10.3, (3) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (4) this Article. Subject to compliance with this Article,
the Corporation may exercise its option (if any) to have this Section applied to
any Securities notwithstanding the prior exercise of its option (if any) to have
Section 13.3 applied to such Securities.

SECTION 13.3.  Covenant Defeasance.

     Upon the Corporation's exercise of its option (if any) to have this Section
applied to any Securities or any series of Securities, as the case may be, (1)
the Corporation shall be released from its obligations under Section 8.1(3) and
any covenants provided pursuant to Section 3.1(l) (as such pertains to
covenants), 9.1(3) or 9.1(4) for the benefit of the Holders of such Securities
and (2) the occurrence of any event specified in Sections 5.1(3) (with respect
to any of Section 8.1(3) and any such covenants provided pursuant to Section
3.1(l) (as such pertains to covenants), 9.1(3) or 9.1(4) and 5.1(6) shall be
deemed not to be or result in an Event of Default, in each case with respect to
such Securities as provided in this Section on and after the date the conditions
set forth in Section 13.4 are satisfied (hereinafter called "Covenant
Defeasance"). For this purpose, such Covenant Defeasance means that, with
respect to such Securities, the Corporation may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such specified Section (to the extent so specified in the case of Section
5.1(3)), 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.

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SECTION 13.4.  Conditions to Defeasance or Covenant Defeasance.

     The following shall be the conditions to the application of Section 13.2 or
Section 13.3 to any Securities or any series of Securities, as the case may be:

     (1)  The Corporation shall irrevocably have deposited or caused to be
          deposited with the Trustee (or another trustee which satisfies the
          requirements contemplated by Section 6.9 and agrees to comply with the
          provisions of this Article applicable to it) as trust funds in trust
          for the purpose of making the following payments, specifically pledged
          as security for, and dedicated solely to, the benefits of the Holders
          of such Securities, (A) money in an amount or (B) 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, in each case
          sufficient, 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 any such other qualifying trustee)
          to pay and discharge, the principal of and any premium and interest on
          such Securities on the respective Stated Maturities or Redemption
          Dates in accordance with the terms of this Indenture and such
          Securities. As used herein, "Government Obligation" means (x) any
          security which is (i) a direct obligation of the United States of
          America or the government that issued the foreign currency in which
          such Securities are or may be payable for the payment of which the
          full faith and credit of the United States of America or such foreign
          government is pledged or (ii) an obligation of a Person controlled or
          supervised by and acting as an agency or instrumentality of the United
          States of America or such foreign government the payment of which is
          unconditionally guaranteed as a full faith and credit obligation by
          the United States of America or such foreign government, which, in
          either case (i) or (ii), is not callable or redeemable at the option
          of the issuer thereof, and (y) any depositary receipt issued by a bank
          (as defined in Section 3(a)(2) of the Securities Act) as custodian
          with respect to any Government Obligation which is specified in Clause
          (x) above and held by such bank for the account of the holder of such
          depositary receipt, or with respect to any specific payment of
          principal of or interest on any Government Obligation which is so
          specified and held, provided, however, that (except as required by
          law) such custodian is not authorized to make any deduction from the
          amount payable to the holder of such depositary receipt from any
          amount received by the custodian in respect of the Government
          Obligation or the specific payment of principal or interest evidenced
          by such depositary receipt.

     (2)  In the event of an election to have Section 13.2 apply to any
          Securities or any series of Securities, as the case may be, the
          Corporation shall have delivered to the Trustee an Opinion of Counsel
          stating that (A) the Corporation has received from, or there has been
          published by, the Internal Revenue Service a ruling or (B) since the
          date of this instrument, there has been a change in the applicable
          Federal income tax law, in either case (A) or (B) to the effect that,
          and based thereon such

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<PAGE>

          opinion shall confirm that, the Holders of such Securities will not
          recognize gain or loss for Federal income tax purposes as a result of
          the deposit, Defeasance and discharge to be effected with respect to
          such Securities and will be subject to Federal income tax on the same
          amounts, in the same manner and at the same times as would be the case
          if such deposit, Defeasance and discharge were not to occur.

     (3)  In the event of an election to have Section 13.3 apply to any
          Securities or any series of Securities, as the case may be, the
          Corporation shall have delivered to the Trustee an Opinion of Counsel
          to the effect that the Holders of such Securities will not recognize
          gain or loss for Federal income tax purposes as a result of the
          deposit and Covenant Defeasance to be effected with respect to such
          Securities and will be subject to Federal income tax on the same
          amounts, in the same manner and at the same times as would be the case
          if such deposit and Covenant Defeasance were not to occur.

     (4)  The Corporation shall have delivered to the Trustee an Officers'
          Certificate to the effect that neither such Securities nor any other
          Securities of the same series, if then listed on any securities
          exchange, will be delisted as a result of such deposit.

     (5)  No event which is, or after notice or lapse of time or both would
          become, an Event of Default with respect to such Securities or any
          other Securities shall have occurred and be continuing at the time of
          such deposit or, with regard to any such event specified in Sections
          5.1(4) and (5), at any time on or prior to the 90th day after the date
          of such deposit (it being understood that this condition shall not be
          deemed satisfied until after such 90th day).

     (6)  Such Defeasance or Covenant Defeasance shall not cause the Trustee to
          have a conflicting interest within the meaning of the Trust Indenture
          Act (assuming all Securities are in default within the meaning of such
          Act).

     (7)  Such Defeasance or Covenant Defeasance shall not result in the trust
          arising from such deposit constituting an investment company within
          the meaning of the Investment Company Act unless such trust shall be
          registered under such Act or exempt from registration thereunder.

     (8)  If the money and/or Government Obligations deposited in trust pursuant
          to this Section are sufficient to pay and discharge such Securities on
          a Redemption Date, then at or prior to the time of such deposit,
          either notice of such redemption shall have been given in accordance
          with Section 11.4 or the Corporation shall have irrevocably instructed
          the Trustee to give such notice of redemption and arrangements
          satisfactory to the Trustee for the giving of such notice by the
          Trustee in the name, and at the expense, of the Corporation shall have
          been made.

     (9)  The Corporation shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent with respect to such Defeasance or Covenant
          Defeasance have been complied with.

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<PAGE>

SECTION 13.5.  Deposited Money and Government Obligations to Be Held in Trust;
Miscellaneous Provisions.

     Subject to the provisions of the last paragraph of Section 10.3, all money
and Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 13.6, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 13.4 in respect of any
Securities 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 such Paying Agent (including the Corporation acting as
its 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 any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

     The Corporation shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.4 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of Outstanding Securities.

     Anything in this Article to the contrary notwithstanding, the Trustee shall
deliver or pay to the Corporation from time to time upon Company Request any
money or Government Obligations held by it as provided in Section 13.4 with
respect to any Securities 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 the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 13.6.  Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Corporation has been discharged or
released pursuant to Section 13.2 or 13.3 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 13.5 with respect to such Securities
in accordance with this Article; provided, however, that if the Corporation
makes any payment of principal of or any premium or interest on any such
Security following such reinstatement of its obligations, the Corporation shall
be subrogated to the rights (if any) of the Holders of such Securities to
receive such payment from the money so held in trust.

SECTION 13.7.  Qualifying Trustee.

     Any trustee appointed pursuant to Section 13.4 for the purpose of holding
trust funds deposited pursuant to that Section shall be appointed under an
agreement in form acceptable to the Trustee and shall provide to the Trustee a
certificate of such trustee, upon which certificate

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<PAGE>

the Trustee shall be entitled to conclusively rely, that all conditions
precedent provided for herein to the related Defeasance or Covenant Defeasance
have been complied with. In no event shall the Trustee be liable for any acts or
omissions of said trustee.

                                   ARTICLE XIV

                           SUBORDINATION OF SECURITIES

SECTION 14.1.  Securities Subordinate to Senior Indebtedness.

     The Corporation covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in
the manner hereinafter set forth in this Article, the payment of the principal
of and any premium and interest (including any Additional Interest) on each and
all of the Securities of each and every series are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

SECTION 14.2.  No Payment When Senior Indebtedness in Default; Payment Over of
Proceeds Upon Dissolution, Etc.

     If the Corporation shall default in the payment of any principal of or any
premium or interest on any Senior Indebtedness when the same becomes due and
payable, whether at maturity, or at a date fixed for prepayment or by
declaration of acceleration or otherwise, then, upon written notice of such
default to the Corporation by the holders of Senior Indebtedness or any trustee
therefor, unless and until such default shall have been cured or waived or shall
have ceased to exist, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) shall be made or agreed to be made on
account of the principal of or any premium or interest (including any Additional
Interest) on any of the Securities, or in respect of any redemption, repayment,
retirement, purchase or other acquisition of any of the Securities.

     In the event of (a) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceedings relating
to the Corporation, its creditors or its property, (b) any proceeding for the
liquidation, dissolution or other winding up of the Corporation, voluntary or
involuntary, whether or not involving insolvency or bankruptcy proceedings, (c)
any assignment by the Corporation for the benefit of creditors or (d) any other
marshalling of the assets of the Corporation (each such event, if any, herein
sometimes referred to as a "Proceeding"), all Senior Indebtedness (including any
interest thereon accruing after the commencement of any such proceedings) shall
first be paid in full before any payment or distribution, whether in cash,
securities or other property, shall be made to any Holder of any of the
Securities on account thereof. Any payment or distribution, whether in cash,
securities or other property (other than securities of the Corporation or any
other corporation provided for by a plan of reorganization or readjustment the
payment of which is subordinate, at least to the extent provided in these
subordination provisions with respect to the indebtedness evidenced by the
Securities, to the payment of all Senior Indebtedness at the time outstanding
and to any securities issued in respect thereof under any such plan of
reorganization or readjustment), which would otherwise (but for these
subordination provisions) be payable or deliverable in respect of the Securities
of any series shall be paid or delivered directly to the holders of Senior

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<PAGE>

Indebtedness in accordance with the priorities then existing among such holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.

     In the event of any Proceeding, after payment in full of all sums owing
with respect to Senior Indebtedness, the Holders of the Securities, together
with the holders of any obligations of the Corporation ranking on a parity with
the Securities, shall be entitled to be paid from the remaining assets of the
Corporation the amounts at the time due and owing on account of unpaid principal
of and any premium and interest on the Securities and such other obligations
before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of
the Corporation ranking junior to the Securities and such other obligations. If,
notwithstanding the foregoing, any payment or distribution of any character or
any security, whether in cash, securities or other property (other than
securities of the Corporation or any other corporation provided for by a plan of
reorganization or readjustment the payment of which is subordinate, at least to
the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior
Indebtedness at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), shall be
received by the Trustee or any Holder in contravention of any of the terms
hereof and before all Senior Indebtedness shall have been paid in full, such
payment or distribution or security shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Senior Indebtedness at the time outstanding in accordance with the priorities
then existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustee or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.

     The Trustee and the Holders, at the expense of the Corporation, shall take
such reasonable action (including, without limitation, the delivery of this
Indenture to an agent for the holders of Senior Indebtedness or consent to the
filing of a financing statement with respect hereto) as may, in the opinion of
counsel designated by the holders of a majority in principal amount of the
Senior Indebtedness at the time outstanding, be necessary or appropriate to
assure the effectiveness of the subordination effected by these provisions.

     The provisions of this Section 14.2 shall not impair any rights, interests,
remedies or powers of any secured creditor of the Corporation in respect of any
security interest the creation of which is not prohibited by the provisions of
this Indenture.

     The securing of any obligations of the Corporation, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 14.3.  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 Corporation, at any time, except during
the pendency of the conditions

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<PAGE>

described in the first paragraph of Section 14.2 or of any Proceeding referred
to in Section 14.2, from making payments at any time of principal of and any
premium or interest (including any Additional Interest) on the Securities, or
(b) the application by the Trustee of any moneys deposited with it hereunder to
the payment of or on account of the principal of and any premium or interest
(including any Additional Interest) on the Securities or the retention of such
payment by the Holders, if, at the time of such application by the Trustee, it
did not have knowledge (in accordance with Section 14.8) that such payment would
have been prohibited by the provisions of this Article, except as provided in
Section 14.8.

SECTION 14.4.  Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all amounts due or to become due on all
Senior Indebtedness, or the provision for such payment in cash or cash
equivalents or otherwise in a manner satisfactory to the holders of Senior
Indebtedness, the Holders of the Securities shall be subrogated to the extent of
the payments or distributions made to the holders of such Senior Indebtedness
pursuant to the provisions of this Article (equally and ratably with the holders
of all indebtedness of the Corporation that by its express terms is subordinated
to Senior Indebtedness of the Corporation to substantially the same extent as
the Securities are subordinated to the Senior Indebtedness and is entitled to
like rights of subrogation by reason of any payments or distributions made to
holders of such Senior Indebtedness) 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 any
premium and interest (including any Additional 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 Corporation, its creditors other
than holders of Senior Indebtedness, and the Holders of the Securities, be
deemed to be a payment or distribution by the Corporation to or on account of
the Senior Indebtedness.

SECTION 14.5.  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 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 between the Corporation and the Holders of the
Securities, the obligations of the Corporation, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any
premium and interest (including any Additional Interest) on the Securities as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Corporation of the Holders of the
Securities and creditors of the Corporation other than their rights in relation
to the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder
of any Security (or to the extent expressly provided herein, the holder of any
Preferred Security) from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, including filing and voting
claims in any Proceeding, subject to the rights, if any, under this Article of
the

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<PAGE>

holders of Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holder.

SECTION 14.6.  Trustee to Effectuate Subordination.

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

SECTION 14.7.  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
Corporation or by any act or failure to act, in good faith, by any such holder,
or by any noncompliance by the Corporation with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or be otherwise charged with.

     Without in any way limiting the generality of the immediately preceding
paragraph, the holders of Senior Indebtedness may, at any time and from to time,
without the consent of or notice to the Trustee or the Holders of the Securities
of any series, without incurring responsibility to such Holders of the
Securities and without impairing or releasing the subordination provided in this
Article or the obligations hereunder of such 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 Corporation and any other Person.

SECTION 14.8.  Notice to Trustee.

     The Corporation shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Corporation that would prohibit the
making of any payment 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 that would prohibit the making of any payment to or by the Trustee in
respect of the Securities, unless and until a Responsible Officer of the Trustee
shall have received written notice thereof from the Corporation or a holder of
Senior Indebtedness or from any trustee, agent or representative therefor;
provided, however, that if the Trustee shall not have received the notice
provided for in this Section at least two Business Days prior to the date upon
which by the terms hereof any monies may become payable for any purpose
(including, the payment of the principal of and any premium on or interest
(including any Additional Interest) on any Security), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full

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<PAGE>

power and authority to receive such monies and to apply the same to the purpose
for which they were received and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

     Subject to the provisions of Section 6.1, the Trustee shall be entitled to
rely on the delivery to it of a written notice by a Person representing himself
or herself to be a holder of Senior Indebtedness (or a trustee, agent,
representative or attorney-in-fact therefor) to establish that such notice has
been given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact
therefor). In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and 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 to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 14.9.  Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of assets of the Corporation referred to
in this Article, the Trustee, subject to the provisions of Section 6.1, and the
Holders of the Securities shall be entitled to conclusively rely upon any order
or decree entered by any court of competent jurisdiction in which such
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 Corporation, 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 14.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee, in its capacity as trustee under this Indenture, shall not be
deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall
not be liable to any such holders if it shall in good faith mistakenly pay over
or distribute to Holders of Securities or to the Corporation or to any other
Person cash, property or securities to which any holders of Senior Indebtedness
shall be entitled by virtue of this Article or otherwise.

SECTION 14.11. Rights of Trustee as Holder of Senior Indebtedness; 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 that may at
any time be held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

SECTION 14.12. Article Applicable to Paying Agents.

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<PAGE>

     If at any time any Paying Agent other than the Trustee shall have been
appointed by the Corporation 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
Sections 14.8 and 14.11 shall not apply to the Corporation or any Affiliate of
the Corporation if the Corporation or such Affiliate acts as Paying Agent.

                                     * * * *

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<PAGE>

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

     IN WITNESS WHEREOF, the parties hereto have caused this 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.

                                           EVEREST REINSURANCE HOLDINGS, INC.


                                           By:  /s/ Stephen L. Limauro
                                              ---------------------------------
                                              Name: Stephen L. Limauro
                                              Title: Executive Vice President
                                                     and Chief Financial Officer

Attest:
       --------------

                                           JPMORGAN CHASE BANK
                                           as Trustee and not in its individual
                                           capacity


                                           By:  /s/ James D. Heaney
                                              ---------------------------------
                                              Name: James D. Heaney
                                              Title: Vice President

Attest:
       --------------


4976750.5 111402 0955C  02048574      -78-