<PAGE>

                                                                     Exhibit 4.4

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

                       AMERICAN INTERNATIONAL GROUP, INC.

                                       TO

                              THE BANK OF NEW YORK

                                                    TRUSTEE

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

                               WARRANT INDENTURE

                               DATED AS OF ______

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

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

<PAGE>

                       AMERICAN INTERNATIONAL GROUP, INC.
    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<TABLE>
<CAPTION>
TRUST INDENTURE
  ACT SECTION                                                              INDENTURE SECTION
<S>                                                                        <C>
Section 310(a)(1)......................................................      609
      (a)(2)...........................................................      609
      (a)(3)...........................................................      Not Applicable
      (a)(4)...........................................................      Not Applicable
      (b)..............................................................      608
                                                                             610
Section 311(a).........................................................      613
      (b)..............................................................      613
Section 312(a).........................................................      701
                                                                             702
      (b)..............................................................      702
      (c)..............................................................      702
Section 313(a).........................................................      703
      (b)..............................................................      703
      (c)..............................................................      703
      (d)..............................................................      703
Section 314(a).........................................................      704
      (a)(4)...........................................................      101
                                                                             1004
      (b)..............................................................      Not Applicable
      (c)(1)...........................................................      102
      (c)(2)...........................................................      102
      (c)(3)...........................................................      Not Applicable
      (d)..............................................................      Not Applicable
      (e)..............................................................      102
Section 315(a).........................................................      601
      (b)..............................................................      602
      (c)..............................................................      601
      (d)..............................................................      601
      (e)..............................................................      513
Section 316(a).........................................................      101
      (a)(1)(A) .......................................................      511
      (a)(1)(B)                                                              512
      (a)(2)...........................................................      Not Applicable
      (b)..............................................................      507
      (c)..............................................................      104
Section 317(a)(1)......................................................      502
      (a)(2)...........................................................      503
      (b)..............................................................      1003
Section 318(a).........................................................      107
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                                               <C>
PARTIES........................................................................................................    1
RECITALS OF THE COMPANY........................................................................................    1

                                                  ARTICLE ONE

                            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.    Definitions....................................................................................    1
Section 102.    Compliance Certificates and Opinions...........................................................    6
Section 103.    Form of Documents Delivered to Trustee.........................................................    6
Section 104.    Acts of Holders; Record Dates..................................................................    7
Section 105.    Notices, Etc., to Trustee and Company..........................................................    8
Section 106.    Notice to Holders; Waiver......................................................................    9
Section 107.    Conflict with Trust Indenture Act..............................................................    9
Section 108.    Effect of Headings and Table of Contents.......................................................    9
Section 109.    Successors and Assigns.........................................................................    9
Section 110.    Separability Clause............................................................................    9
Section 111.    Benefits of Indenture..........................................................................    9
Section 112.    Characterization of Warrants...................................................................   10
Section 113.    Governing Law..................................................................................   10
Section 114.    Legal Holidays.................................................................................   10

                                                  ARTICLE TWO

                                                SECURITY FORMS

Section 201.    Forms Generally................................................................................   10
Section 202.    Form of Face of Call Warrant...................................................................   11
Section 203.    Form of Reverse of Call Warrant................................................................   12
Section 204.    Form of Face of Put Warrant....................................................................   17
Section 205.    Form of Reverse of Put Warrant.................................................................   19
Section 206.    Form of Legend for Global Securities...........................................................   23
Section 207.    Form of Trustee's Certificate of Authentication................................................   23

                                                 ARTICLE THREE

                                                THE SECURITIES

Section 301.    Amount Unlimited; Issuable in Series...........................................................   24
Section 302.    Denominations..................................................................................   27
Section 303.    Execution, Authentication, Delivery and Dating.................................................   27
Section 304.    Temporary Securities...........................................................................   28
Section 305.    Registration, Registration of Transfer and Exchange............................................   28
Section 306.    Mutilated, Destroyed, Lost and Stolen Securities...............................................   30
Section 307.    Persons Deemed Owners..........................................................................   31
Section 308.    Cancellation...................................................................................   31
Section 309.    Calculation Agent..............................................................................   31
Section 310.    CUSIP Numbers..................................................................................   31
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                                                                                                               <C>
                                                 ARTICLE FOUR

                                          SATISFACTION AND DISCHARGE

Section 401.    Satisfaction and Discharge of Indenture........................................................   32
Section 402.    Application of Trust Money and Warrant Property................................................   33

                                                 ARTICLE FIVE

                                                   REMEDIES

Section 501.    Events of Default..............................................................................   33
Section 502.    Collection of Amounts Due and Suits for Enforcement by Trustee.................................   34
Section 503.    Trustee May File Proofs of Claim...............................................................   34
Section 504.    Trustee May Enforce Claims Without Possession of Securities....................................   35
Section 505.    Application of Money Collected.................................................................   35
Section 506.    Limitation on Suits............................................................................   35
Section 507.    Unconditional Right of Holders to Receive Money or Warrant Property Due with Respect
                to Securities and to Exercise..................................................................   36
Section 508.    Restoration of Rights and Remedies.............................................................   36
Section 509.    Rights and Remedies Cumulative.................................................................   36
Section 510.    Delay or Omission Not Waiver...................................................................   36
Section 511.    Control by Holders.............................................................................   37
Section 512.    Waiver of Past Defaults........................................................................   37
Section 513.    Undertaking for Costs..........................................................................   37
Section 514.    Waiver of Stay or Extension Laws...............................................................   38

                                                  ARTICLE SIX

                                                  THE TRUSTEE

Section 601.    Certain Duties and Responsibilities............................................................   38
Section 602.    Notice of Defaults.............................................................................   38
Section 603.    Certain Rights of Trustee......................................................................   38
Section 604.    Not Responsible for Recitals or Issuance of Securities.........................................   39
Section 605.    May Hold Securities............................................................................   39
Section 606.    Money or Warrant Property Held in Trust........................................................   39
Section 607.    Compensation and Reimbursement.................................................................   40
Section 608.    Conflicting Interests..........................................................................   40
Section 609.    Corporate Trustee Required; Eligibility........................................................   41
Section 610.    Resignation and Removal; Appointment of Successor..............................................   41
Section 611.    Acceptance of Appointment by Successor.........................................................   42
Section 612.    Merger, Conversion, Consolidation or Succession to Business....................................   43
Section 613.    Preferential Collection of Claims Against Company..............................................   43

                                                 ARTICLE SEVEN

                               HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.    Company to Furnish Trustee Names and Addresses of Holders......................................   43
Section 702.    Preservation of Information; Communications to Holders.........................................   44
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 703.    Reports by Trustee.............................................................................   44
Section 704.    Reports by Company.............................................................................   44

                                                 ARTICLE EIGHT

                             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.    Company May Consolidate, Etc., Only on Certain Terms...........................................   45
Section 802.    Successor Substituted..........................................................................   45

                                                 ARTICLE NINE

                                            SUPPLEMENTAL INDENTURES

Section 901.    Supplemental Indentures Without Consent of Holders.............................................   46
Section 902.    Supplemental Indentures With Consent of Holders................................................   47
Section 903.    Execution of Supplemental Indentures...........................................................   48
Section 904.    Effect of Supplemental Indentures..............................................................   48
Section 905.    Conformity with Trust Indenture Act............................................................   48
Section 906.    Reference in Securities to Supplemental Indentures.............................................   48

                                                  ARTICLE TEN

                                                   COVENANTS

Section 1001.   Payment or Delivery of Money or Warrant Property...............................................   49
Section 1002.   Maintenance of Office or Agency................................................................   49
Section 1003.   Money and Warrant Property for Securities Payments and Deliveries to be Held in Trust..........   49
Section 1004.   Statement by Officers as to Default............................................................   50
Section 1005.   Existence. ....................................................................................   50
Section 1006.   Waiver of Certain Covenants....................................................................   50

                                                ARTICLE ELEVEN

                                           REDEMPTION OF SECURITIES

Section 1101.   Applicability of Article.......................................................................   51
Section 1102.   Election to Redeem; Notice to Trustee..........................................................   51
Section 1103.   Selection by Trustee of Securities to Be Redeemed..............................................   51
Section 1104.   Notice of Redemption...........................................................................   52
Section 1105.   Deposit of Redemption Price....................................................................   53
Section 1106.   Securities Payable on Redemption Date..........................................................   53
Section 1107.   Securities Redeemed in Part....................................................................   53
</TABLE>

                                      iii
<PAGE>

      WARRANT INDENTURE, dated as of ________________, between American
International Group, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), having its
principal office at 70 Pine Street, New York, New York 10270, and The Bank of
New York, a New York banking corporation, as Trustee (herein called the
"Trustee").

                             RECITALS OF THE COMPANY

      The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its Universal
Warrants, as hereinafter defined (herein sometimes called the "Securities"), to
be issued in one or more series as in this Indenture provided.

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

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

Section 101. Definitions.

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

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

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

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

            (4)   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;

            (5)   the words "herein", "hereof" and "hereunder" and other words
      of similar import refer to this Indenture as a whole and not to any
      particular Article, Section or other subdivision; and

            (6)   when used with respect to any Security, the words "exercise"
      and "exercised" are intended to refer to the right of the Holder or the
      Company to exercise such Security and to receive in exchange money or
      Warrant Property in accordance with

                                        1
<PAGE>

      such terms as may hereafter be specified for such Security as contemplated
      by Section 301, and these words are not intended to refer to any right of
      the Holder or the Company to exchange such Security for other Securities
      of the same series and like tenor pursuant to Section 304, 305, 306, 906,
      1107 or another similar provision of this Indenture, unless the context
      otherwise requires; and references herein to the terms of any Security
      that may be exercised mean such terms as may be specified for such
      Security as contemplated in Section 301.

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

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

      "Applicable Procedures" of a Depositary means, with respect to any matter
at any time, the policies and procedures of such Depositary, if any, that are
applicable to such matter at such time.

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

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

      "Business Day" when used with respect to any Place of Payment, means,
unless otherwise specified as contemplated by Section 301, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law or executive order
to close.

      "Calculation Agent" has the meaning specified in Section 309.

      "Call Warrants" has the meaning specified in Section 301(5).

      "Commission" means the Securities and Exchange Commission, 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 at such time.

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

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman, one of its Vice Chairman, its
President or one of its Vice Presidents (or any Person designated by one of them
in writing as authorized to execute and deliver Company Requests and Company
Orders) and by its Treasurer, one of its Assistant Treasurers, its Secretary or
one of its Assistant Secretaries (or any Person designated by one of them in
writing as authorized to execute and deliver Company Requests and Company
Orders), and delivered to the Trustee.

                                        2
<PAGE>

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

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

      "Depositary" means, with respect to Securities of any series issuable in
whole or in part in the form of one or more Global Securities, any Person that
is designated to act as Depositary for such Securities as contemplated by
Section 301.

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

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

      "Expiration Date", when used with respect to Securities of any series,
means the date on which the right to exercise the Securities of such series
shall expire.

      "Final Date" has the meaning specified in Section 104.

      "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 206 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

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

      "Notice of Default" means a written notice of the kind specified in
Section 501(2).

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

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

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

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

                                        3
<PAGE>

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

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

            (4)   Securities as to which any money or Warrant Property payable
      or deliverable upon exercise thereof has been paid or delivered (or such
      payment or delivery has been duly provided for), or as to which any other
      particular conditions have been satisfied, in each case as may be provided
      for such Securities as contemplated in Section 301;

provided, however, that in determining whether the Holders of the requisite
number of Outstanding Securities have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

      "Paying Agent" means any Person authorized by the Company to pay or
deliver any money or Warrant Property payable or deliverable on behalf of the
Company upon exercise, redemption or settlement of such Securities and includes
any warrant agent appointed by the Company with respect to such series.

      "Payment or Settlement Date", when used with respect to any Security,
means the date when any money or Warrant Property with respect to such Security
becomes payable or deliverable upon exercise, redemption or settlement of such
Security in accordance with its terms.

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

      "Place of Payment", when used with respect to the Securities of any series
and subject to Section 1002, means the place or places where any money or
Warrant Property payable or deliverable upon exercise or redemption of such
Securities is payable or deliverable as specified, as contemplated by Section
301.

      "Put Warrants" has the meaning specified in Section 301(5).

                                       4
<PAGE>

      "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.

      "Responsible Officer", when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department 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 such person's knowledge of and
familiarity with the particular subject.

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

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

      "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For the purposes of this definition, "voting stock" means stock which 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.

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

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

      "Universal Warrants" means warrants, issued by the Company and
authenticated and delivered under this Indenture, to purchase or sell, or whose
cash value is determined by reference to or is linked to the performance, level
or value of, one or more of the following: (i) securities of one or more
issuers, including the common or preferred stock or other securities of the
Company or debt or equity securities of third parties, (ii) one or more
currencies, (iii) one or more commodities, (iv) any other financial, economic or
other measure or instrument (including the occurrence or non-occurrence of any
event or circumstance) and/or (v) one or more indices or baskets of the items
described in clauses (i), (ii), (iii) and (iv).

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

      "Warrant Property", when used with respect to a Security, means the
property described in clauses (i), (ii), (iii) and (iv) of the definition of
Universal Warrants.

                                        5
<PAGE>

Section 102. Compliance Certificates and Opinions.

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

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (except for certificates provided for
in Section 1004) shall include,

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

            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of each such individual, such
      individual 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 each such
      individual, such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

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

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

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

                                        6
<PAGE>

Section 104. Acts of Holders; Record Dates.

      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 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 are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

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

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

      The Company 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 that the
Company 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 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 that no such action shall be
effective hereunder unless taken on or prior to the applicable Final Date by
Holders of the requisite number of Outstanding Securities of such series on such
record date. Nothing in this paragraph shall be construed to prevent the Company
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 number 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 Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Final 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
106.

                                       7
<PAGE>

      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 request to
institute proceedings referred to in Section 506(2) or (iii) any direction
referred to in Section 511, 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 Final Date by Holders of the requisite number 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 number 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 Trustee, at the Company's expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Final Date
to be given to the Company in writing and to each Holder of Securities of the
relevant series in the manner set forth in Section 106.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Final Date"
and from time to time may change the Final Date to any earlier or later day;
provided that no such change shall be effective unless notice of the proposed
new Final 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 106, on
or prior to the existing Final Date. If a Final Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Final Date with respect thereto, subject to its
right to change the Final Date as provided in this paragraph.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Securities may do so with regard
to all or any lesser number of such Securities or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to all
or any lesser number of such Securities.

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

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

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

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

                                        8
<PAGE>

Section 106. Notice to Holders; Waiver.

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

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
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 108. Effect of Headings and Table of Contents.

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

Section 109. Successors and Assigns.

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

Section 110. Separability Clause.

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

Section 111. Benefits of Indenture.

      Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                                        9
<PAGE>

Section 112. Characterization of Universal Warrants

      By executing this Indenture, the Company intends that the
characterization, for accounting and other purposes, of the Universal Warrants,
whether as indebtedness or debt for borrowed money or as any other type of
obligation which is not indebtedness or debt for borrowed money, shall not be
affected by the fact that the Universal Warrants have been issued under an
indenture, as opposed to any other instrument, or as a result of any of the
terms and definitions used hereunder with respect to Universal Warrants.

Section 113. Governing Law.

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

Section 114. Legal Holidays.

      In any case where the Payment or Settlement Date, or Redemption Date of
any Security or any date on which a Holder of any Security has the right to
exercise such Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment or delivery of any money
or Warrant Property payable or deliverable with respect to such Security or
exercise of such Security need not be made at such Place of Payment on such
date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Payment or Settlement
Date or Redemption Date or on the date for exercise, as the case may be. No
interest shall accrue on any money or Warrant Property during any such delay in
payment.

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201. Forms Generally.

      The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof. If the form of Securities of any series is established by
action taken pursuant to a Board Resolution, a copy of an appropriate record of
such action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities. If all of the Securities of any series established by action taken
pursuant to a Board Resolution are not to be issued at one time, it shall not be
necessary to deliver a record of such action at the time of issuance of each
Security of such series, but an appropriate record of such action shall be
delivered at or before the time of issuance of the first Security of such
series.

                                       10
<PAGE>

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

Section 202. Form of Face of Call Warrant.

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

                       AMERICAN INTERNATIONAL GROUP, INC.

                          [Insert title of Securities]

CUSIP No _______
No. ______

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Warrant is a Global
Security, insert-- UP TO] _____

[CASH SETTLEMENT VALUE PER WARRANT
(OR METHOD OF DETERMINING SAME):](1)

[WARRANT PROPERTY: ](2)

[AMOUNT OF WARRANT PROPERTY
PURCHASABLE PER WARRANT:](2)

CALL PRICE PER WARRANT:

[FORM OF PAYMENT OF
CALL PRICE: ](1)

FORM OF SETTLEMENT:

DATES OF EXERCISE:

OTHER TERMS:

(1) Applies if the terms of the Warrants contemplate that the holder may receive
the Cash Settlement Value.

(2) Applies if the terms of the Warrants contemplate that the holder may receive
Warrant Property.

      This certificate certifies that _____________, or registered assigns, is
the Holder of the number of [Designation of Universal Warrants][If Warrant is
not a Global Security, insert -- specified above] [If Warrant is a Global
Security, insert -- specified on Schedule A hereto] (herein called the
"Warrants"). Upon receipt by the Trustee of this certificate, the exercise
notice on the reverse hereof (or an exercise notice in substantially identical
form delivered herewith) (the "Exercise Notice"), duly completed, executed and
delivered on a Date of Exercise specified above and the Call Price per Warrant
set forth above, in the form set forth above, for each Warrant to be exercised
at the Place of Payment, each Warrant evidenced hereby entitles the Holder
hereof to receive, subject to the terms and conditions set forth herein and in
the Indenture referred to below, from American International Group, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company", which term includes any successor Person under the
Indenture), [if the terms of the Warrants

                                       11
<PAGE>

contemplate that the holder may receive Warrant Property insert -- the amount
and form of property (the "Warrant Property")] [if the terms of the Warrants
contemplate that the holder may receive the Cash Settlement Value insert -- the
Cash Settlement Value specified above.] [If the terms of the Warrants
contemplate that the holder may receive Warrant Property insert --- Until duly
and properly exercised, Warrants will not entitle the Holders thereof to any of
the rights of the holders of any of the Warrant Property.]

      Any payments of money due on this Warrant will be made at the office or
agency maintained for that purpose in New York, New York, in such coin or
currency of the United States of America as is legal tender for payment of
public or private debts, against surrender of this Warrant in the case of any
payment due on the Payment or Settlement Date; provided that if this Warrant is
a Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.

      Reference is hereby made to the further provisions of this Warrant 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 Warrant
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

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

Dated:

                                             AMERICAN INTERNATIONAL GROUP, INC.

                                             By ______________________________

Attest: _________________

Section 203. Form of Reverse of Call Warrant.

      This Warrant is one of a duly authorized issue of securities of the
Company, issued and to be issued in one or more series under the Warrant
Indenture, dated as of _______ (herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [if applicable, insert -- , limited
in number to ___________________________ Warrants].

      [If applicable, insert-- The Warrants of this series are subject to
redemption upon not less than _________ days' nor more than _______________
days' notice, at any time [if applicable, insert -- on or after, 20_______], as
a whole or in part, at the election of the Company, at the following redemption
prices:________________]

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

                                       12
<PAGE>

      The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

      Subject to the provisions hereof and the Indenture, all or any of the
Warrants evidenced by this certificate may be exercised on any of the dates of
exercise set forth on the face hereof by delivering or causing to be delivered
this Warrant (in accordance with the Applicable Procedures of the Depositary, if
this Security is a Global Security), the Exercise Notice, duly completed and
executed and the Call Price, in the form set forth on the face hereof, for each
such Warrant] to the Corporate Trust Office, in the Borough of Manhattan, The
City of New York, which is, on the date hereof (unless otherwise specified
herein), The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Tender Department, or at such other address as the Trustee may
specify from time to time, with a copy of the Exercise Notice, duly completed
and executed, to the Calculation Agent, ________________________, Attention:

      Each Warrant entitles the Holder thereof to receive, upon exercise, [if
the terms of the Warrants contemplate that the holder may receive the Cash
Settlement Value insert -- the Cash Settlement Value] [if the terms of the
Warrants contemplate that the holder may receive Warrant Property insert -- --
the Warrant Property] set forth on the face hereof.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in number of the Warrants at the time
Outstanding of each series to be affected; provided, however, that if any
provisions to be changed or eliminated shall affect fewer than all the
Outstanding Warrants under the Indenture or under a particular series under this
Indenture, then, to the extent not inconsistent with the Trust Indenture Act,
any such consent may be given by Holders of not less than a majority in number
of the Outstanding Warrants under such series affected by such change or
elimination.

      The Indenture also contains provisions permitting the Holders of specified
percentages in number of the Warrants of each series at the time Outstanding, on
behalf of the Holders of all Warrants of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences; provided, however, that if such provisions
and defaults and their consequences affect fewer than all the Outstanding
Warrants of a series, then to the extent not inconsistent with the Trust
Indenture Act, any waiver of compliance with such provisions and defaults and
their consequences may be given by the Holders of specified percentages of the
Outstanding Warrants of such series affected by such provisions and defaults and
their consequences on behalf of the Holders of all the affected Warrants of such
series. Any such consent or waiver by the Holder of this Warrant shall be
conclusive and binding upon such Holder and upon all future Holders of this
Warrant and of any Warrants 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 Warrant.

      No reference herein to the Indenture and no provision of this Warrant or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay or deliver the [If the terms of the Warrants
contemplate that the holder may receive the Cash Settlement Value insert --Cash
Settlement Value] [if the terms of the Warrants contemplate that the holder may
receive Warrant Property insert -- Warrant Property] when due with respect to
this Warrant at the time and place herein prescribed.

                                       13
<PAGE>

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Warrant is registrable in the Security Register,
upon surrender of this Warrant for registration of transfer at the office or
agency of the Company in any Place of Payment with respect to this Warrant, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Warrants of this series and of like tenor, of authorized denominations
and for the same number of Warrants, will be issued to the designated transferee
or transferees.

      The Warrants of this series are issuable only in registered form in
denominations of _______ Warrants and any multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Warrants of this
series are exchangeable for a like number of Warrants of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

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

      Prior to due presentment of this Warrant for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Warrant is registered as the owner hereof for all
purposes, whether or not any payment or delivery of the [if the terms of the
Warrants contemplate that the holder may receive the Cash Settlement Value
insert -- Cash Settlement Value] [if the terms of the Warrants contemplate that
the holder may receive Warrant Property insert -- Warrant Property] with respect
to this Warrant be overdue, and none of the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.

      [If Warrant is a Global Security, insert -- This Warrant is a Global
Security and is subject to the provisions of the Indenture relating to Global
Securities, including the limitations in Section 305 thereof on transfers and
exchanges of Global Securities.]

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

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

                       [Designation of Universal Warrants]

                                 Exercise Notice

The Bank of New York
101 Barclay Street,
Corporate Trust Administration
New York, New York 10286
Attn:

                                       14
<PAGE>

with a copy to:

[Insert name and address of Calculation Agent]
Attn:  Tel.:
       Tel.:
       Fax:

      Re:   Call Warrants on ____________________________________ expiring
            ________________, 20____, issued by American International Group,
            Inc. and described in the prospectus supplement dated ___________
            to the prospectus dated _________, 2004

Ladies and Gentlemen:

      The undersigned is, or is acting on behalf of, the beneficial owner of
such number of the Warrants referenced above as is specified at the end of this
Exercise Notice. The undersigned hereby irrevocably elects to exercise such
number of Warrants. The exercise is to be effective on the Business Day on which
the Trustee has received this Exercise Notice, together with all other items
required to be delivered on exercise, and the Calculation Agent has received a
copy of this Exercise Notice, unless all required items have not been received
by 11:00 A.M., New York City time, on that Business Day, in which case the
exercise will be effective as of the next Business Day. We understand, however,
that no exercise shall be effective unless it is effective, as provided above,
no later than the Business Day before the Expiration Date. The effective date
will be exercise notice date.

      If the Warrants to be exercised are in global form, the undersigned is
delivering this Exercise Notice to the Trustee and to the Calculation Agent, in
each case by facsimile transmission to the relevant number stated above, or such
other number as the Trustee or Calculation Agent may have designated for this
purpose to the Holder. [If applicable, insert -- In addition, the cash amount
equal to the Call Price per Warrant times the number of Warrants indicated
below] [if applicable, insert -- In addition, the beneficial interest in the
number of Warrants indicated below are being transferred on the books of the
Depositary to an account of the Trustee at the Depositary.]

      If the Warrants to be exercised are not in global form, the undersigned or
the beneficial owner is the Holder of the Warrants and is delivering this
Exercise Notice to the Trustee and to the Calculation Agent by facsimile
transmission as described above. In addition, [if applicable, insert -- the cash
amount equal to the Call Price per Warrant times the number of Warrants
indicated below and] the certificate representing the Warrant [is] [are] being
delivered to the Trustee.

      If the undersigned is not the beneficial owner of the Warrant to be
exercised, the undersigned hereby represents that it has been duly authorized by
the beneficial owner to act on behalf of the beneficial owner.

      Terms used and not defined in this notice have the meanings given to them
in the Warrant or the Indenture specified in the Warrant. The exercise of the
Warrant will be governed by the terms of the Warrant and the Indenture.

      The Calculation Agent should note receipt of the copy of this Exercise
Notice, in the place provided below, on the Business Day of receipt, noting the
date and time of receipt. The consideration to be delivered or paid in the
requested exercise should be made on the [fifth] Business Day after the exercise
notice date in accordance with the terms of the warrant.

                                       15
<PAGE>

Number of Warrants to be exercised:

(must be a number greater than or equal to)

Form of Settlement:

                                            Very truly yours,

                                            (Name of beneficial owner or Person
                                            authorized to act on its behalf)

                                            (Title)
                                            (Telephone No.)
                                            (Fax No.)

Receipt of the above Exercise Notice is hereby noted:

                               , as Calculation Agent

By:_________________________________________
   (Title)

Date and time of receipt:
   (Date)
   (Time)

[If Security is a Global Security, insert this Schedule A.]

                                       16
<PAGE>

                                   SCHEDULE A

                       [Designation of Universal Warrants]

                                     GLOBAL
                                UNIVERSAL WARRANT
                       SCHEDULE OF EXCHANGES OR EXERCISES

      The initial number of Universal Warrants represented by this Global
Security is ______________________ (the "Warrants"). In accordance with the
Warrant Indenture, dated as of ___________________, as amended or supplemented,
between the Company, and The Bank of New York, as Trustee, [if applicable,
insert -- and the Unit Agreement, dated as of ___________________, 200________,
between the Company and __________________________________, as Unit Agent], the
following [(A) exchanges of [the number of Warrants previously represented
hereby and indicated below for a like number of Warrants represented by a Global
Security that has been separated from a Unit (a "Warrant")](1) [the number of
Warrants previously represented by a Global Security that is part of a Unit (an
"Attached Warrant") and indicated below for a like number of Warrants
represented by this Global Security](2) or (B)] reductions in the number of
Warrants represented hereby as a result of the exercise of the number of such
Warrants indicated below have been made:

<TABLE>
<CAPTION>
                                                [Number of
                                [Reduced     Attached Warrants    [Increased
                                 Number        Exchanged for      Number of                     Reduced        Notation
 Date of                      Outstanding        Warrants        Outstanding                    Number         Exchanged
[Exchange      [Number         Following      represented by      Following     Number of     Outstanding     Made by or
 or] (1)      Exchanged           Such          this Global          Such       Warrants       Following     for on Behalf
Exercise     Warrants](1)     Exchange](1)      Warrant](2)      Exchange](2)   Exercised    Such Exercise    of Trustee
<S>          <C>              <C>            <C>                 <C>            <C>          <C>             <C>
</TABLE>

      (1)   Applies only if this Global Security is part of a Unit.

      (2)   Applies only if this Global Security has been separated from a Unit.

Section 204. Form of Face of Put Warrant.

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

                       AMERICAN INTERNATIONAL GROUP, INC.

No. ______________________CUSIP No.

NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE: [If Warrant is a
Global Security, insert-- UP TO]

[CASH SETTLEMENT VALUE PER WARRANT
(OR METHOD OF DETERMINING SAME):](1)

[WARRANT PROPERTY:](2)

[AMOUNT OF WARRANT PROPERTY DELIVERABLE BY HOLDER UPON EXERCISE PER
WARRANT:](2)

                                       17
<PAGE>

PUT PRICE PER WARRANT:

[METHOD OF DELIVERY OF ANY WARRANT PROPERTY TO BE DELIVERED FOR SALE UPON
EXERCISE OF WARRANTS: ] (2)

DATES OF EXERCISE:

OTHER TERMS:

      (1)   Applies if the terms of the Warrants contemplate that the holder may
      elect to receive the Cash Settlement Value upon exercise the Warrants.

      (2)   Applies if the terms of the Warrants contemplate that the holder may
      deliver Warrant Property to exercise the Warrants.

      This certificate certifies that __________, or registered assigns, is the
Holder of the number of [Designation of Universal Warrants] (herein called the
"Warrants") [If Warrant is not a Global Security, insert -- specified above] [If
Warrant is a Global Security, insert -- specified on Schedule A hereto]. Upon
receipt by the Trustee of this certificate, the exercise notice on the reverse
hereof (or an exercise notice in substantially identical form delivered
herewith) (the "Exercise Notice"), duly completed, executed and delivered on a
Date of Exercise specified above [if applicable -- and the Warrant Property in
the form deliverable, as set forth above], for each Warrant to be exercised,
delivered as set forth above at the Place of Payment, each Warrant evidenced
hereby entitles the Holder hereof to receive, subject to the terms and
conditions set forth herein and in the Indenture referred to below, from
American International Group, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company", which term
includes any successor Person under the Indenture), [if terms of the Warrants
contemplate that the holder may elect to receive the Cash Settlement Value upon
exercise the Warrants insert -- the Cash Settlement Value] [if the terms of the
Warrants contemplate that the holder may deliver Warrant Property to exercise
the Warrants insert -- Put Price per Warrant specified above.] [If applicable
insert -- Unless otherwise indicated above, a Warrant will not require or
entitle a Holder thereof to sell or deliver to the Company, nor will the Company
be under any obligation to, nor will it, purchase or take delivery from any
Holder of any Warrant Property.]

      Upon exercise of a Warrant, the Company will make only a cash payment in
the amount of the [Cash Settlement Value] [Put Price] per Warrant. Holders of
Warrants will not receive any interest on the [Cash Settlement Value] [Put
Price].

      Any payments of money due on this Warrant will be made at the office or
agency maintained for that purpose in New York, New York, in such coin or
currency of the United States of America as is legal tender for payment of
public or private debts, against surrender of this Warrant in the case of any
payment due on the Payment or Settlement Date; provided that if this Warrant is
a Global Security, payment may be made pursuant to the Applicable Procedures of
the Depositary as permitted in said Indenture.

      Reference is hereby made to the further provisions of this Warrant 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 Warrant
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

                                       18
<PAGE>

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

Dated:

                                             AMERICAN INTERNATIONAL GROUP, INC.

                                             By:_______________________________

Attest:

_______________________________________

Section 205. Form of Reverse of Put Warrant.

      This Security is one of a duly authorized issue of securities of the
Company, issued and to be issued in one or more series under the Warrant
Indenture, dated as of _____________________(herein called the "Indenture",
which term shall have the meaning assigned to it in such instrument), between
the Company and The Bank of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Warrants and of the terms upon which the Warrants
are, and are to be, authenticated and delivered. This Warrant is one of the
series designated on the face hereof [If applicable, insert -- , limited in
number to ____ Warrants].

      [If applicable, insert-- The Warrants of this series are subject to
redemption upon not less than ___ days' nor more than ___ days' notice, at any
time [if applicable, insert-- on or after ____________________, 20 , as a whole
or in part, at the election of the Company, at the following redemption prices:
____________________________________]

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

      The Warrants are unsecured contractual obligations of the Company and rank
pari passu with the Company's other unsecured contractual obligations and with
the Company's unsecured and unsubordinated debt.

      Subject to the provisions hereof and the Indenture, all or any of the
Warrants evidenced by this certificate may be exercised on any of the dates of
exercise set forth on the face hereof by delivering or causing to be delivered
this Warrant (in accordance with the Applicable Procedures of the Depositary, if
this Warrant is a Global Security) the Exercise Notice, duly completed and
executed to the Corporate Trust Office, in the Borough of Manhattan, The City of
New York, which is, on the date hereof (unless otherwise specified herein), 101
Barclay Street, New York, NY 10286, Attention: Tender Department, or at such
other address as the Trustee may specify from time to time, with a copy to the
Calculation Agent, Attention:

                                       19
<PAGE>

      Each Warrant entitles the Holder thereof to receive, upon exercise, the
[if the terms of the Warrant contemplate that the holder may elect to receive
the Cash Settlement Value insert -- Cash Settlement Value] [if the terms of the
Warrants contemplate that the holder may deliver Warrant Property insert -- Put
Price] set forth on the face hereof.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Warrants of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in number of the Warrants at the time
Outstanding of each series to be affected; provided, however, that if any
provisions to be changed or eliminated shall affect fewer than all the
Outstanding Warrants under the Indenture or under a particular series under this
Indenture, then, to the extent not inconsistent with the Trust Indenture Act,
any such consent may be given by Holders of not less than a majority in number
of the Outstanding Warrants under such series affected by such change or
elimination.

      The Indenture also contains provisions permitting the Holders of specified
percentages in number of the Warrants of each series at the time Outstanding, on
behalf of the Holders of all Warrants of such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences; provided, however, that if such provisions
and defaults and their consequences affect fewer than all the Outstanding
Warrants of a series, then to the extent not inconsistent with the Trust
Indenture Act, any waiver of compliance with such provisions and defaults and
their consequences may be given by the Holders of specified percentages of the
Outstanding Warrants of such series affected by such provisions and defaults and
their consequences on behalf of the Holders of all the affected Warrants of such
series. Any such consent or waiver by the Holder of this Warrant shall be
conclusive and binding upon such Holder and upon all future Holders of this
Warrant and of any Warrant 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 Warrant.

      No reference herein to the Indenture and no provision of this Warrant or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay or deliver the money when due with respect to
this Warrant at the time and place herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Warrant is registrable in the Security Register,
upon surrender of this Warrant for registration of transfer at the office or
agency of the Company in any Place of Payment with respect to this Warrant, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Warrants of this series and of like tenor, of authorized denominations
and for the same number of Warrants, will be issued to the designated transferee
or transferees.

      The Warrants of this series are issuable only in registered form in
denominations of ______ Warrants and any multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Warrants of this
series are exchangeable for a like number of Warrants of this series and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

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

      Prior to due presentment of this Warrant for registration of transfer, the
Company, the Trustee, the Calculation Agent and any agent of the Company or the
Trustee may treat the Person in whose name

                                       20
<PAGE>

this Warrant is registered as the owner hereof for all purposes, whether or not
any payment or delivery of money with respect to this Warrant be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

      [If the Warrant is a Global Security, insert -- This Warrant is a Global
Security and is subject to the provisions of the Indenture relating to Global
Securities, including the limitations in Section 305 thereof on transfers and
exchanges of Global Securities.]

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

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

                       [Designation of Universal Warrants]

                                 Exercise Notice

The Bank of New York
101 Barclay Street,
Corporate Trust Administration
New York, New York 10286
Attn:

with a copy to:

[Insert name and address of Calculation Agent.]
Attn:   Tel.:
        Tel.:
Fax:

      Re:   Put Warrants on ___________________________ expiring _______________
            ____________________, 20_____________________, issued by American
            International Group, Inc. and described in the prospectus supplement
            dated ___________________ to the prospectus dated __________________
            ______________________, 2004

Ladies and Gentlemen:

      The undersigned is, or is acting on behalf of, the beneficial owner of
such number of the Warrants referenced above as is specified at the end of this
Exercise Notice. The undersigned hereby irrevocably elects to exercise such
number of the Warrants. The exercise is to be effective on the Business Day on
which the Trustee has received this Exercise Notice, together with all other
items required to be delivered on exercise, and the Calculation Agent has
received a copy of this Exercise Notice, unless all required items have not been
received by 11:00 A.M., New York City time, on that Business Day, in which case
the exercise will be effective as of the next Business Day. We understand,
however, that no exercise shall be effective unless it is effective, as provided
above, no later than the Business Day before the Expiration Date. The effective
date will be the exercise notice date.

      If the Warrants to be exercised are in global form, the undersigned is
delivering this Exercise Notice to the Trustee and to the Calculation Agent, in
each case by facsimile transmission to the relevant number stated above, or such
other number as the Trustee or Calculation Agent may have designated for

                                       21
<PAGE>

this purpose to the Holder. In addition, the beneficial interest in the number
of Warrants indicated below is being transferred on the books of the Depositary
to an account of the Trustee at the Depositary.

      If the Warrants to be exercised are not in global form, the undersigned or
the beneficial owner is the Holder of the Warrants and is delivering this
Exercise Notice to the Trustee and to the Calculation Agent by facsimile
transmission as described above. In addition, the certificate representing the
Warrants is being delivered to the Trustee.

      If the undersigned is not the beneficial owner of the Warrant to be
exercised, the undersigned hereby represents that it has been duly authorized by
the beneficial owner to act on behalf of the beneficial owner.

      Terms used and not defined in this notice have the meanings given to them
in the Warrant or the Indenture specified in the Warrant. The exercise of the
Warrant will be governed by the terms of the Warrant and the Indenture.

      The Calculation Agent should note receipt of the copy of this Exercise
Notice, in the place provided below, on the Business Day of receipt, noting the
date and time of receipt. The consideration to be delivered or paid in the
requested exercise should be made on the [fifth] Business Day after exercise
notice date in accordance with the terms of the warrant.

Number of Warrants to be exercised:

(must be a number greater than or equal to)

Means of Payment: [Cash Settlement Value] [Put Price]:

                                            Very truly yours,

                                            (Name of beneficial owner or Person
                                            authorized to act on its behalf)

                                            (Title)
                                            (Telephone No.)
                                            (Fax No.)

      Receipt of the above exercise notice is hereby noted: __________________,
as Calculation Agent

By:_________________________________________
     (Title)

Date and time of receipt:
   (Date)
   (Time)

[If Security is a Global Security, insert this Schedule A.]

                       [Designation of Universal Warrants]

                                       22
<PAGE>

                                   SCHEDULE A
                                     GLOBAL
                                UNIVERSAL WARRANT
                       SCHEDULE OF EXCHANGES OR EXERCISES

      The initial number of Universal Warrants represented by this Global
Security is ______________________ (the "Warrants"). In accordance with the
Warrant Indenture, dated as of ______________________, as amended or
supplemented, between the Company, and The Bank of New York, as Trustee, [If
applicable, insert -- and the Unit Agreement, dated as of ___________________,
20________, between the Company and _______________________, as Unit Agent], the
following [if applicable, insert -- (A) exchanges [of the number of Warrants
previously represented hereby and indicated below for a like number of Warrants
represented by a Global Security that has been separated from a Unit (a
"Warrant")](1) [the number of Warrants previously represented by a Global
Security that is part of a Unit (an "Attached Warrant") and indicated below for
a like number of Warrants represented by this Global Security](2) or (B)]
reductions in the number of Warrants represented hereby as a result of the
exercise of the number of such Warrants indicated below have been made:

<TABLE>
<CAPTION>
                               [Reduced                             [Increased                             Notation
                                Number      [Number of Attached       Number                  Reduced     Exchanged
                             Outstanding    Warrants Exchanged     Outstanding                Number      Made by or
  Date of                     Following        for Warrants         Following    Number of   Following      for on
 [Exchange      [Number          Such       represented by this        Such      Warrants      Such       Behalf of
or] Exercise  Warrants](1)   Exchange](1)   Global Warrant](2)     Exchange](2)  Exercised   Exercise      Trustee
<S>           <C>            <C>            <C>                    <C>           <C>         <C>          <C>
</TABLE>

      (1)   Applies only if this Global Security is part of a Unit.

      (2)   Applies only if this Global Security has been separated from a Unit.

Section 206. Form of Legend for Global Securities.

      Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall 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 thereof. This Security may not be exchanged in whole or in part for a
Security registered, and no transfer of this Security in whole or in part may be
registered, in the name of any Person other than such Depositary or a nominee
thereof, except in the limited circumstances described in the Indenture.

Section 207. Form of Trustee's Certificate of Authentication.

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

                                       23
<PAGE>

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

Dated:                                           The Bank of New York
                                                 As Trustee

                                                 By ____________________________
                                                    Authorized Signatory

                                 ARTICLE THREE

                                 THE SECURITIES

Section 301. Amount Unlimited; Issuable in Series.

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

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

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

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

            (3)   the money payable or receivable or specific Warrant Property
      purchasable or deliverable by or on behalf of the Holder upon exercise of
      the Securities of the series, and the amount thereof (or the method for
      determining the same);

            (4)   the price at which the Securities of the series will be issued
      and, if other than U.S. dollars, the coin or currency or composite
      currency in which such issue price will be payable;

            (5)   whether the Securities of the series are warrants that grant
      the Holder of the warrant the right to purchase the Warrant Property
      (including warrants that may be settled by means of net cash settlement or
      cashless exercise) ("Call Warrants"), warrants that grant the Holder of
      the warrant the right to sell the Warrant Property (including warrants
      that may be settled by means of net cash settlement or cashless exercise)
      ("Put Warrants") or any other type of warrants;

                                       24
<PAGE>

            (6)   the price at which and, if other than U.S. Dollars, the coin
      or currency or composite currency with which the Warrant Property may be
      purchased or sold by or on behalf of the Holder upon exercise of the
      Securities of the series (or the method for determining the same);

            (7)   if applicable, the period or periods within which, the price
      or prices at which and the terms and conditions upon which any Securities
      of the series may be redeemed, in whole or in part, at the option of the
      Company and, if other than by a Board Resolution, the manner in which any
      election by the Company to redeem the Securities shall be evidenced;

            (8)   whether the exercise price for the Securities of the series
      may be paid in cash or by cashless exercise effected by the exchange of
      any such Securities or other securities of the Company, or both, or
      otherwise, whether such exercise price may be netted against any money or
      Warrant Property payable or deliverable by the Company with respect to
      such Securities and the method of exercise of such Securities;

            (9)   if the Securities of the series are Call Warrants, whether the
      exercise of such Securities is to be settled by payment in cash or
      delivery of the Warrant Property by the Company or both or otherwise, and
      whether the election of such form of settlement is to be at the option of
      the Holder of the Company;

            (10)  if the Securities of the series are Put Warrants, whether the
      exercise of such Securities is to be settled by payment in cash or
      delivery of the Warrant Property by the Holder or both, or otherwise, and
      whether the election of such form of settlement is to be at the option of
      the Holder or of the Company;

            (11)  the date on which the right to exercise the Securities of the
      series shall commence and the Expiration Date of the series or, if the
      Securities of the series are not continuously exercisable throughout such
      period, the specific date or dates on which they will be exercisable;

            (12)  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 which shall be borne by any such Global
      Security in addition to or in lieu of that set forth in Section 206, any
      addition to, elimination of or other change in the circumstances set forth
      in Clause (2) of the last paragraph of Section 305 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 and any other
      provisions governing exchanges or transfers or any such Global Security;

            (13)  any warrant agent, Depositaries, Paying Agents, transfer
      agents or registrars or any determination agents, Calculation Agents or
      other agents with respect to Securities of the series;

            (14)  whether the Securities of the series will be issued separately
      or together as a unit (a "Unit") with one or more other securities of the
      Company or any other person and, if the Securities of the series are to be
      issued as components of Units, whether and

                                       25
<PAGE>

      on what terms the Securities of the series may be separated from the other
      components of such Units prior to the Expiration Date of such Securities;

            (15) the denominations in which any Securities of the series shall
      be issuable;

            (16) the Place of Payment with respect to Securities of the series,
      if other than the Corporate Trust Office;

            (17) any addition to, deletion from or other change in the covenants
      set forth in Article Ten which applies to Securities of the series;

            (18) any provisions necessary to permit or facilitate the issuance,
      payment or exercise of any Securities of the series that may be exercised
      for Warrant Property, whether in addition to or in lieu of, any payment of
      money or delivery of other property and whether at the option of the
      Company or otherwise;

            (19) any addition to, deletion from or other change in the Events of
      Default which applies to Securities of the series, including making Events
      of Default inapplicable or changing the remedies available to Holders of
      the Securities of the series upon an Event of Default; and

            (20) any other terms of the series (which terms shall not be
      inconsistent with the provisions of this Indenture, except as permitted by
      Section 901(5)).

      All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to the
Board Resolution referred to above and (subject to Section 303) set forth, or
determined in the manner provided, in the Officers' Certificate referred to
above or in any such indenture supplemental hereto. All Securities of any one
series need not be issued at one time and, unless otherwise provided in or
pursuant to the Board Resolution referred to above and (subject to Section 303)
set forth or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto with respect to a
series of Securities, additional Securities of a series may be issued, at the
option of the Company, without the consent of any Holder, at any time and from
time to time.

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

      The Securities are unsecured contractual obligations of the Company and
shall rank pari passu with the Company's other unsecured contractual obligations
and with the Company's unsecured and unsubordinated debt except as may otherwise
be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 303) set forth, or determined in the manner provided, in the
Officers' Certificate referred to above or in any such indenture supplemental
hereto.

      Until duly and properly exercised, no Call Warrant shall entitle the
Holder or any beneficial owner thereof to any of the rights of a holder or
beneficial owner of Warrant Property, including the right to receive the payment
or any dividends on, principal of, or premium or interest on Warrant Property or
to vote or to enforce any rights under any documents governing Warrant Property.

                                       26
<PAGE>

Section 302. Denominations.

      The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of 100 Warrants and any integral multiple
thereof.

Section 303. Execution, Authentication, Delivery and Dating.

      The Securities shall be executed on behalf of the Company by its Chairman,
one of its Vice Chairman, its President, its Treasurer or one of its Vice
Presidents and attested by its Secretary or one of its Assistant Secretaries.
The signature of any of these officers on the Securities may be manual or
facsimile.

      Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

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

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

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

            (3) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors' rights and to general equity
      principles.

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

      Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, including in the event that the size of a series of Outstanding Securities
is increased as contemplated by Section 301, it shall not be necessary to
deliver

                                       27
<PAGE>

the Officers' Certificate otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise required pursuant to such
preceding paragraph at or prior to the authentication of each Security of such
series if such documents are delivered at or prior to the authentication upon
original issuance of the first Security of such series to be issued.

      Each Security shall be dated the date of its authentication.

      No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 308, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 304. Temporary Securities.

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

      If temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable delay.
After the preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities of
such series upon surrender of the temporary Securities of such series at the
office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series, the Company shall execute and the Trustee
shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denomination and of like tenor
and of a like aggregate number of 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 and tenor.

Section 305. Registration, Registration of Transfer and Exchange.

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

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

                                       28
<PAGE>

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

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

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

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

      If the Securities of any series are to be redeemed in part, the Company
shall not be required (A) to issue, register the transfer of or exchange any
Securities of that series during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption under Section 1103 and ending at the close of
business on the day of such mailing or during such period as otherwise specified
as contemplated by Section 301 for such Securities, or (B) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

      The provisions of Clauses (1), (2), (3) and (4) below shall apply only to
Global Securities:

            (1) Each Global Security authenticated under this Indenture shall be
      registered in the name of the Depositary designated for such Global
      Security or a nominee thereof 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.

            (2) 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 (A) such Depositary has
      notified the Company that it is unwilling or unable or no longer permitted
      under applicable law to continue as Depositary for such Global Security,
      (B) there shall have occurred and be continuing an Event of Default with
      respect to such Global Security, (C) the Company so directs the Trustee by
      a Company Order or (D) there shall exist such circumstances, if any, in
      addition to or in lieu of the foregoing as have been specified for this
      purpose as contemplated by Section 301.

            (3) Subject to Clause (2) above, any exchange of a Global Security
      for other Securities may be made in whole or in part, and all Securities
      issued in exchange for a Global Security or any portion thereof shall be
      registered in such names as the Depositary for such Global Security shall
      direct.

                                       29
<PAGE>

            (4) 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 Section, Section 304, 306, 906
      or 1107 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.

      In the event that upon any exercise of Securities evidenced by a
certificate the number of Securities exercised shall be less than the total
number of Securities evidenced by such certificate, there shall be issued to the
Holder thereof or his assignee a new certificate evidencing the number of
Securities of the same series and of like tenor not exercised, provided that in
the case of Securities evidenced by one or more Global Securities, in lieu of
issuing such new certificate the Trustee shall note the cancellation of such
exercised Securities and the number of such Securities not exercised and
remaining Outstanding by notation on such Global Security(ies).

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

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

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

      In case any such mutilated, destroyed, lost or stolen Security has been or
is about to be exercised or deemed to be exercised, the Company in its
discretion may, instead of issuing a new Security, direct the Trustee to treat
the same as if it had received the Security together with an irrevocable notice
in proper form in respect thereof.

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

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

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

                                       30
<PAGE>

Section 307. Persons Deemed Owners.

      Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment or delivery of any money or Warrant
Property payable or deliverable with respect to such Security, exercising such
Security and for all other purposes whatsoever, whether or not such payment or
delivery with respect to such Security be overdue, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.

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

Section 308. Cancellation.

      All Securities surrendered for exercise, redemption or registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly canceled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to the Trustee (or to any
other Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture. All cancelled Securities held by the Trustee shall be disposed of in
accordance with its customary procedures.

Section 309. Calculation Agent.

      Pursuant to Section 301, the Company may, in connection with any series of
Securities, appoint a Calculation Agent to make any calculations as may be
required pursuant to the terms of such series of Securities. Any such
Calculation Agent shall act as an independent expert, and the Company may
provide that the Calculation Agent's calculations and determinations under this
Indenture shall, absent manifest error, be final and binding on the Company, the
Trustee and the Holders of the Securities of such series.

Section 310. CUSIP Numbers.

      The Company in issuing any series of the Securities may use CUSIP numbers,
if then generally in use, and thereafter with respect to such series, the
Trustee may use such numbers in any notice of redemption with respect to such
series, provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities of
that series or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities of
that series, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                       31
<PAGE>

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

Section 401. Satisfaction and Discharge of Indenture.

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

            (1)   either

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

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

                        (i) have been exercised,

                        (ii) will be automatically exercised at their Expiration
            Date within one year, or

                        (iii) are to be called for redemption within one year
            under arrangements satisfactory to the Trustee for the giving of
            notice of redemption by the Trustee in the name, and at the expense,
            of the Company,

            and the Company in the case of (i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            or trust property in trust for the purpose, money or Warrant
            Property in an amount sufficient to pay and discharge the entire
            contractual obligation on such Securities not theretofore delivered
            to the Trustee for cancellation, for all amounts of money or Warrant
            Property due with respect to such Securities to the date of such
            deposit or the Payment or Settlement Date or Redemption Date of such
            Securities, as the case may be;

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

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

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money or
Warrant Property shall have been deposited with the

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<PAGE>

Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations
of the Trustee under Section 402 and the last paragraph of Section 1003 shall
survive such satisfaction and discharge.

Section 402. Application of Trust Money and Warrant Property.

      Subject to the provisions of the last paragraph of Section 1003, all money
and Warrant Property deposited with the Trustee pursuant to Section 401 shall be
held in trust and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment or delivery, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of all amounts of
money or Warrant Property due with respect to such Securities for whose payment
or settlement such money or Warrant Property has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

Section 501. Events of Default.

      Except as otherwise specified as contemplated by Section 301 for
Securities of any series, "Event of Default", wherever used herein with respect
to any 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):

            (1) Default by the Company in the payment or delivery of any money
      or Warrant Property in respect of such Security (but not such a default in
      respect of any other Security of that or any other series) in accordance
      with its terms and continuance of such default for a period of five days;
      or

            (2) default in the performance, or breach, of any covenant or
      warranty of the Company 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 a Security or Securities other
      than such Security), and continuance of such default or breach for a
      period of 60 days after there has been given, by registered or certified
      mail, to the Company by the Trustee or to the Company and the Trustee by
      the Holders of at least 25% in number of the Outstanding Securities of
      that series a written notice specifying such default or breach and
      requiring it to be remedied and stating that such notice is a "Notice of
      Default" hereunder; or

            (3) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging the Company bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of the Company under any applicable Federal
      or State law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of the Company 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

                                       33
<PAGE>

            (4) the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to
      be adjudicated bankrupt or insolvent, or the consent by it to the entry
      of a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable Federal or State
      bankruptcy, insolvency, reorganization or other similar law or to the
      commencement of any bankruptcy or insolvency case or proceeding against
      it, or the filing by it 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 Company or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the Company in furtherance of any such action; or

            (5) any other Event of Default provided with respect to such
      Security or Securities of that series.

      Notwithstanding any other provision of this Indenture or of any Security,
a failure by the Company to perform any obligation or otherwise observe any
covenant in any Security or in this Indenture insofar as it applies to any
Security shall not constitute a default unless all conditions precedent to the
Company's obligation to be satisfied by the Holder of such Security shall have
been satisfied.

Section 502. Collection of Amounts Due and Suits for Enforcement by Trustee.

      The Company covenants that if default is made by the Company in the
payment or delivery of any money or Warrant Property in respect of any Security
in accordance with its terms, upon satisfaction by the Holder thereof of all
conditions precedent to the Company's obligations to make such payment or
delivery to be satisfied by such Holder, the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holder of such Security, the whole
amount of money or Warrant Property then due and payable on such Security and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

      If an Event of Default with respect to any Security occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of the Holder of such Security 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 503. Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company 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,
Warrant Property 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

                                       34
<PAGE>

for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

Section 504. Trustee May Enforce Claims Without Possession of Securities.

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

Section 505. Application of Money Collected.

      Any money or Warrant Property collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by
the Trustee and, in case of the distribution of such money or Warrant Property
on account of amounts when due with respect to the Securities, upon presentation
of the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

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

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

            THIRD: To the Company.

Section 506. Limitation on Suits.

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

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

            (2) the Holders of not less than 25% in number 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;

                                       35
<PAGE>

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

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

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

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

Section 507. Unconditional Right of Holders to Receive Money or Warrant Property
             Due with Respect to Securities and to Exercise.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive,
upon satisfaction by such Holder of all conditions precedent, payment or
delivery of the money or Warrant Property due with respect to such Security on
the Payment or Settlement Date (or, in the case of redemption or repayment, on
the Redemption Date or date for repayment, as the case may be) of such Security
and to exercise such Security in accordance with its terms and to institute suit
for the enforcement of any such payment, or delivery, and such right to exercise
and such rights shall not be impaired without the consent of such Holder.

Section 508. Restoration of Rights and Remedies.

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

Section 509. Rights and Remedies Cumulative.

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

Section 510. Delay or Omission Not Waiver.

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

                                       36
<PAGE>

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

Section 511. Control by Holders.

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

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

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

Section 512. Waiver of Past Defaults.

      Subject to the provisions of the next following paragraph, the Holders of
not less than a majority in number of the Outstanding Securities of any series
may on behalf of the Holders of all the Securities of such series waive any past
default by the Company hereunder with respect to such series and its
consequences, except a default

            (1) in the payment or delivery of the money or Warrant Property due
      on any Security of such series or in respect of any Holder's right to
      exercise any Security, or

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

      If any default referred to in the preceding paragraph affects fewer than
all the Outstanding Securities of a series, then to the extent not inconsistent
with the Trust Indenture Act, any waiver with respect to any such default and
its consequences may be given by the Holders of not less than a majority in
number of the Outstanding Securities of such series affected by such default on
behalf of the Holders of all the affected Securities of such series.

      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 513. Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess reasonable
costs against any such party litigant, in the manner and to the extent provided
in the Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the Company.

                                       37
<PAGE>

Section 514. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

Section 601. Certain Duties and Responsibilities.

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

Section 602. Notice of Defaults.

      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 as and to the extent provided by the Trust Indenture Act; provided,
however, that in the case of any default of the character specified in Section
501(2) 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 603. Certain Rights of Trustee.

      Subject to the provisions of Section 601:

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

            (2) any request or direction of the Company mentioned herein shall
      be sufficiently evidenced by a Company Request or Company Order, and any
      resolution of the Board of Directors shall be sufficiently evidenced by a
      Board Resolution;

            (3) 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

                                       38
<PAGE>

      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;

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

            (5) 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 which might
      be incurred by it in compliance with such request or direction;

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

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

            (8) the rights, privileges, protections, immunities and benefits
      given to the Trustee, including, without limitation, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder.

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

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

Section 605. May Hold Securities.

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

Section 606. Money or Warrant Property Held in Trust.

      Money or Warrant Property held by the Trustee in trust hereunder need not
be segregated from other funds, securities or other property except to the
extent required by law. The Trustee shall be under

                                       39
<PAGE>

no liability for interest on any money or Warrant Property received by it
hereunder except as otherwise agreed with the Company.

Section 607. Compensation and Reimbursement.

      The Company agrees

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

            (2) except as otherwise expressly provided herein, to reimburse the
      Trustee upon its request for all reasonable expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Indenture (including the reasonable compensation and the
      reasonable 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 for, and to hold it harmless against,
      any loss, liability or expense incurred without negligence or bad faith on
      its part, arising out of or in connection with the acceptance or
      administration of the trust or trusts hereunder, including the reasonable
      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.

      When the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 501(3) or Section 501(4), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or sate bankruptcy, insolvency or
other similar law.

      The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

Section 608. Conflicting Interests.

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series or a trustee under the Indenture, dated as of
April 15, 1983, as supplemented by the First Supplemental Indenture, dated as of
September 9, 1986, between the Company and the Trustee; the Indenture, dated as
of July 15, 1989, as supplemented by the First Supplemental Indenture, dated as
of May 15, 2003, between the Company and the Trustee, as amended or
supplemented; the Indenture date November 9, 2001 between the Company and the
Trustee, as amended or supplemented; and the Indenture, dated as of
______________, between the Company and the Trustee, as amended or supplemented.

                                       40
<PAGE>

Section 609. 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 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 and has its Corporate Trust Office
in the Borough of Manhattan, The City of New York. 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 610. Resignation and Removal; Appointment of Successor.

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

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

      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 number of the Outstanding
Securities of such series, delivered to the Trustee and to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of removal, the Trustee being removed, at the expense of the Company, may
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

      If at any time:

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

            (2) the Trustee shall cease to be eligible under Section 609 and
      shall fail to resign after written request therefor by the Company or by
      any such Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 513, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of

                                       41
<PAGE>

competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

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

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

Section 611. Acceptance of Appointment by Successor.

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

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to

                                       42
<PAGE>

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 Company or any successor Trustee, such retiring Trustee shall
duly assign, transfer and deliver to such successor Trustee all money, Warrant
Property and other property 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.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

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

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

Section 613. Preferential Collection of Claims Against Company.

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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

            (1) semi-annually, not later than March 31 and September 30 in each
      year a list, each in such form as the Trustee may reasonably require, of
      the names and addresses of the Holders of Securities of such series as of
      the preceding March 16 or September 15; and

                                       43
<PAGE>

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

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

Section 702. Preservation of Information; Communications to Holders.

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

      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 by the Trust
Indenture Act.

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

Section 703. Reports by Trustee.

      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.

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

Section 704. Reports by Company.

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to such Act.

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

                                       44
<PAGE>

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

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

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

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

            (3) the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel, each stating that such
      consolidation, merger, conveyance, transfer or lease and, if a
      supplemental indenture is required in connection with such transaction,
      such supplemental indenture comply with this Article and that all
      conditions precedent herein provided for relating to such transaction have
      been complied with.

Section 802. Successor Substituted.

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

                                       45
<PAGE>

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

Section 901. Supplemental Indentures Without Consent of Holders.

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

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

            (2) to add to the covenants for the benefit of some or all 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 or for the
      benefit of less than all Holders of any series of Securities, stating that
      such covenants are expressly being included solely for the benefit of such
      series or such Holders) or to surrender any right or power herein
      conferred upon the Company; or

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

            (4) to add to or change any of the provisions of this Indenture to
      such extent as shall be necessary to permit or facilitate the issuance of
      Securities in bearer form, registrable or not registrable, or to permit or
      facilitate the issuance of Securities in uncertificated form; or

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

            (6) to secure the Securities; or

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

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

                                       46
<PAGE>

            (9) to add to or change any of the provisions of this Indenture with
      respect to any Securities that by their terms may be exercised for Warrant
      Property, in order to permit or facilitate the issuance, payment,
      settlement or exercise of such Securities; or

            (10) to cure any ambiguity, to correct or supplement any provision
      herein which 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 that such action pursuant
      to this Clause (10) shall not adversely affect the interests of the
      Holders of Securities of any series in any material respect.

Section 902. Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of not less than a majority in number of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the
Company, when authorized by a Board Resolution and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that if any
provisions to be changed or eliminated shall affect fewer than all the
Outstanding Securities hereunder or under a particular series under this
Indenture, then, to the extent not inconsistent with the Trust Indenture Act,
any such consent may be given by Holders of not less than a majority in number
of the Outstanding Securities hereunder or under such series affected by such
change or elimination; provided, further, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

            (1) change the terms of any Security with respect to the Expiration
      Date, Payment or Settlement Date or exercise price thereof, or reduce the
      amount of money or reduce the amount or change the kind of Warrant
      Property payable or deliverable by the Company upon the exercise thereof
      or any premium payable upon the redemption thereof, or change any Place of
      Payment where, or the coin or currency in which, any Security or any money
      payable or deliverable upon the exercise thereof is payable, or permit the
      Company to redeem any Security if, absent such supplemental indenture, the
      Company would not be permitted to do so, or impair the right to institute
      suit for the enforcement of any such payment or delivery on or after the
      Payment or Settlement Date (or, in the case or redemption, on or after the
      Redemption Date) thereof, or impair the Holder's right to exercise such
      Security on the terms provided therein; or

            (2) if any Security provides that the Holder may require the Company
      to repurchase such Security, impair such Holder's right to require
      repurchase of such Security on the terms provided therein; or

            (3) reduce the percentage in number 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

            (4) modify any of the provisions of this Section, Section 512 or
      Section 1006, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby; provided, however, that this clause shall not be

                                       47
<PAGE>

      deemed to require the consent of any Holder with respect to changes in the
      references to "the Trustee" and concomitant changes in this Section and
      Section 1006, or the deletion of this proviso, in accordance with the
      requirements of Sections 611 and 901(8).

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

      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.

      After a supplemental indenture under this Section 902 becomes effective,
the Company shall mail to the Trustee a notice briefly describing such
supplemental indenture or a copy of such supplemental indenture and the Trustee
shall mail such notice or supplemental indenture to Holders affected thereby.
Any failure of the Company to mail such notice, or any defect therein, or any
failure of the Company to mail such supplemental indenture, shall not in any way
impair or affect the validity of any such supplemental indenture.

Section 903. Execution of Supplemental Indentures.

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

Section 904. Effect of Supplemental Indentures.

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

Section 905. Conformity with Trust Indenture Act.

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

Section 906. Reference in Securities to Supplemental Indentures.

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

                                       48
<PAGE>

                                   ARTICLE TEN

                                    COVENANTS

Section 1001. Payment or Delivery of Money or Warrant Property.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or deliver the money or Warrant
Property payable or deliverable by the Company with respect to the Securities of
that series in accordance with the terms of the Securities and this Indenture
upon satisfaction by the Holders of all conditions precedent to that payment or
delivery.

Section 1002. Maintenance of Office or Agency.

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

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

Section 1003. Money and Warrant Property for Payments and Deliveries to be Held
              in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before the Payment or Settlement
Date of the Securities of that series, but in the event that the Securities may
be settled by means of cashless exercise, in no event prior to delivery by the
holder of the money or Warrant Property contemplated to exercise such
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto money or Warrant Property sufficient to pay or deliver the money or
Warrant Property becoming due on such date until such sums or property shall be
paid or delivered to such Persons or otherwise disposed of as herein provided
and will promptly notify the Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or before the Payment or Settlement Date on any
Securities of that series, deposit with a Paying Agent money or Warrant Property
sufficient to pay or deliver the money or Warrant Property becoming due with
respect to such Securities on such date, such money or Warrant Property to be
held as provided by the Trust Indenture Act, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

                                       49
<PAGE>

      The Company will cause each Paying Agent for any series of Securities
other than the Trustee to execute and deliver to the Trustee an instrument in
which such Paying Agent shall agree with the Trustee, subject to the provisions
of this Section, that such Paying Agent will (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 Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all money or Warrant Property held in trust by such Paying
Agent for payment in respect of the Securities of that series.

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

      Any money or Warrant Property deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment or delivery of the
amounts due on any Security of any series in accordance with its terms and
remaining unclaimed for two years after such amounts have become due and payable
or deliverable shall be paid or delivered to the Company by the Trustee or such
Paying Agent on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money or property, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money or
Warrant Property 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 or redelivered to
the Company.

Section 1004. Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

Section 1005. Existence.

      Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

Section 1006. Waiver of Certain Covenants.

      Subject to the provisions of the following paragraph and except as
otherwise specified as contemplated by Section 301 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition

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<PAGE>

set forth in any covenant provided pursuant to Section 301(17), 901(2) or 901(7)
for the benefit of the Holders of such series or in Section 1005, if before the
time for such compliance the Holders of at least a majority in number of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

      If any term, provision or condition set forth in any covenant referred to
in the preceding paragraph affects fewer than all the Outstanding Securities of
a series, then to the extent not inconsistent with the Trust Indenture Act, any
waiver with respect to any such term, condition or provision may be given by the
Holders of at least a majority in number of the Outstanding Securities of such
series affected by such term, condition or provision on behalf of the Holders of
all the affected Securities of such series.

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

Section 1101. Applicability of Article.

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

Section 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution or in another manner specified as contemplated by Section 301
for such Securities. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, within the period
specified in or pursuant to the Board Resolution establishing the term of the
Securities to be redeemed or, if no such period is specified at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, and
of the number of Securities of such series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

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

      If less than all the Securities of any series are to be redeemed (unless
all the Securities of such series are to be redeemed or unless such redemption
affects only a single Security), the particular Securities to be redeemed shall
be selected within the period specified in or pursuant to the Board Resolution
establishing the term of the Securities to be redeemed or, if no such period is
specified 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,
provided that the unredeemed portion of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security. If less than all the Securities of such series are to be
redeemed (unless such redemption affects only a single Security), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date

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<PAGE>

by the Trustee, from the Outstanding Securities of such series not previously
called for redemption in accordance with the preceding sentence.

      If any Security selected for partial redemption is exercised in part
before termination of the exercise right with respect to the portion of the
Security so selected, the exercised portion of such Security shall be deemed (so
far as may be) to be the portion selected for redemption. Securities which have
been exercised during a selection of Securities to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such selection.

      The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption as aforesaid and, in case of any Securities selected for
partial redemption as aforesaid, the amount thereof 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 Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security.

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

Section 1104. Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed within the period specified in or pursuant to the Board Resolution
establishing the terms of the Securities to be redeemed or, if no such period is
specified, not less than 30 nor more than 60 days prior to the Redemption Date
to each Holder of Securities to be redeemed, at his address appearing in the
Security Register.

      All notices of redemption shall identify the securities to be redeemed and
shall state:

            (1) the Redemption Date;

            (2) the Redemption Price;

            (3) if less than all the Outstanding Securities of any series
      consisting of more than a single Security are to be redeemed, the
      identification (and, in the case of partial redemption of any such
      Securities, the amounts) of the particular Securities to be redeemed and,
      if less than all the Outstanding Securities of any series consisting of a
      single Security are to be redeemed, the amount of the particular Security
      to be redeemed;

            (4) that on the Redemption Date the Redemption Price will become due
      and payable upon each such Security to be redeemed;

            (5) the place or places where each such Security is to be
      surrendered for payment of the Redemption Price;

            (6) if applicable, the terms of exercise, the date on which the
      right to exercise the Security to be redeemed will terminate and the place
      or place where such Securities may be surrendered for exercise; and

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<PAGE>

            (7) if applicable, the CUSIP numbers of the Securities to be
      redeemed.

      Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and, unless otherwise
specified or contemplated by Section 301, shall be irrevocable.

Section 1105. Deposit of Redemption Price.

      On or prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money or Warrant Property sufficient to pay the Redemption Price of all the
Securities which are to be redeemed on that date, other than any Securities
called for redemption on that date which have been exercised prior to the date
of such deposit.

      If any Security called for redemption is exercised, any money deposited
with the Trustee or with any Paying Agent or so segregated and held in trust for
the redemption of such Security shall be paid to the Company upon Company
Request or, if then held by the Company, shall be discharged from such trust.

Section 1106. Securities Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price.

Section 1107. Securities Redeemed in Part.

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

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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.

                                       AMERICAN INTERNATIONAL GROUP, INC.,

                                       By: _______________________________
                                           Name:
                                           Title:

Attest:

_______________________________
Name:
Title:

                                       THE BANK OF NEW YORK

                                       By: _______________________________
                                           Name:
                                           Title:

Attest:

_______________________________
Name:
Title:

                                       54
<PAGE>

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

      On the______day of______, ____, before me personally came _______, to me
known, who, being by me duly sworn, did depose and say that he or she is
_________ of American International Group, Inc., one of the corporations
described in and which executed the foregoing instrument; and that he or she
signed her name thereto by authority of the Board of Directors.

                                       ___________________________________

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

      On the______day of______, ____, before me personally came _______, to me
known, who, being by me duly sworn, did depose and say that he or she
is ______________ of The Bank of New York, one of the corporations described in
and which executed the foregoing instrument; and that he or she signed his name
thereto by like authority.