<PAGE>

                                                                     EXHIBIT 4.5

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

                                     FORM OF
                             SUBORDINATED INDENTURE

                                     Between

                             TRANSMETA CORPORATION

                                       and

                   U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE

                       Dated as of ________________, 2003

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

<PAGE>

           TABLE SHOWING REFLECTION IN THIS SUBORDINATED INDENTURE OF
             CERTAIN PROVISIONS OF THE TRUST INDENTURE ACT OF 1939*

<TABLE>
<CAPTION>
Section of                                                                         Section
Indenture                                                                           of Act
----------------------------------------------------------------------------    ----------------
<S>                                                                             <C>
310(a)(1)   ................................................................    7.09
310(a)(2)   ................................................................    7.09
310(a)(3)   ................................................................    Inapplicable
310(a)(4)   ................................................................    Inapplicable
310(a)(5)   ................................................................    7.09
310(b)      ................................................................    7.08, 7.10
310(c)      ................................................................    Inapplicable
311(a)      ................................................................    7.13(a), 7.13(c)
311(b)      ................................................................    7.13(b), 7.13(c)
311(c)      ................................................................    Inapplicable
312(a)      ................................................................    5.01, 5.02(a)
312(b)      ................................................................    5.02(b)
312(c)      ................................................................    5.02(c)
313(a)      ................................................................    5.04(a)
313(b)(1)   ................................................................    Inapplicable
313(b)(2)   ................................................................    5.04(b)
313(c)      ................................................................    5.04(c)
313(d)      ................................................................    5.04(d)
314(a)(1)   ................................................................    5.03(a)
314(a)(2)   ................................................................    5.03(b)
314(a)(3)   ................................................................    5.03(c)
314(a)(4)   ................................................................    5.03(d)
314(b)      ................................................................    Inapplicable
314(c)      ................................................................    13.03
314(d)      ................................................................    Inapplicable
314(e)      ................................................................    13.03
314(f)      ................................................................    Omitted
315(a)      ................................................................    7.01
315(b)      ................................................................    6.10
315(c)      ................................................................    7.01
315(d)      ................................................................    7.01
315(e)      ................................................................    6.11
316(a)(1)   ................................................................    6.09
316(a)(2)   ................................................................    Omitted
316(b)      ................................................................    6.06
316(c)      ................................................................    6.09
317(a)      ................................................................    6.02, 6.03
317(b)      ................................................................    4.06
318(a)      ................................................................    13.05
</TABLE>

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

*        This Table is not part of the Subordinated Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
ARTICLE ONE                DEFINITIONS..........................................................................       1

         SECTION 1.01.  Certain Terms Defined...................................................................       1

                  "Affiliate"...................................................................................       2
                  "Agent".......................................................................................       2
                  "Authenticating Agent"........................................................................       2
                  "Authorized Newspaper"........................................................................       2
                  "Board of Directors"..........................................................................       2
                  "Board Resolution"............................................................................       2
                  "Business Day"................................................................................       2
                  "Commission"..................................................................................       2
                  "Company".....................................................................................       3
                  "Company Order"...............................................................................       3
                  "covenant defeasance".........................................................................       3
                  "Coupon"......................................................................................       3
                  "Defaulted Interest"..........................................................................       3
                  "Depository"..................................................................................       3
                  "ECU".........................................................................................       3
                  "Euro" or "euro"..............................................................................       3
                  "Event of Default"............................................................................       3
                  "Exchange Act"................................................................................       3
                  "Foreign Currency"............................................................................       3
                  "Holder," "Holder of Subordinated Securities," "Subordinated Securityholder"..................       3
                  "Interest Payment Date".......................................................................       4
                  "IRS".........................................................................................       4
                  "Judgment Currency"...........................................................................       4
                  "Officer's Certificate".......................................................................       4
                  "Opinion of Counsel"..........................................................................       4
                  "Original Issue Date".........................................................................       4
                  "Original Issue Discount Subordinated Security"...............................................       4
                  "Outstanding".................................................................................       4
                  "Paying Agent"................................................................................       5
                  "Periodic Offering"...........................................................................       5
                  "Person"......................................................................................       5
                  "Predecessor Subordinated Security"...........................................................       5
                  "principal"...................................................................................       5
                  "Principal Office of the Trustee".............................................................       5
                  "Record Date".................................................................................       6
                  "Register"....................................................................................       6
                  "Registered Global Subordinated Security".....................................................       6
                  "Registered Subordinated Security"............................................................       6
                  "Required Currency"...........................................................................       6
                  "Responsible Officer".........................................................................       6
                  "Senior Indebtedness..........................................................................       6
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
                  "Special Record Date".........................................................................       6
                  "Stated Maturity".............................................................................       6
                  "Subordinated Indenture"......................................................................       7
                  "Subordinated Security" or "Subordinated Securities"..........................................       7
                  "Supplemental Subordinated Indenture".........................................................       7
                  "Trustee".....................................................................................       7
                  "Trust Indenture Act".........................................................................       7
                  "United States Dollars".......................................................................       7
                  "Unregistered Subordinated Security"..........................................................       7
                  "U.S. Government Obligations".................................................................       7
                  "Yield to Maturity"...........................................................................       7

ARTICLE TWO         ISSUE, DESCRIPTION, EXECUTION, REGISTRATION, TRANSFER AND EXCHANGE OF
                    SUBORDINATED SECURITIES.....................................................................       7

         SECTION 2.01.  Form Of Subordinated Securities and Trustee's Certificate Of
                  Authentication................................................................................       7

         SECTION 2.02.  Form of Trustee's Certificate of Authentication.........................................       8

         SECTION 2.03.  Amount Unlimited, Issuable in Series....................................................       8

         SECTION 2.04.  Authentication and Delivery of Subordinated Indentures..................................      11

         SECTION 2.05.  Execution of Subordinated Securities....................................................      13

         SECTION 2.06.  Certificate of Authentication...........................................................      14

         SECTION 2.07.  Denominations; Payment of Interest on Subordinated Securities...........................      14

         SECTION 2.08.  Registration, Transfer and Exchange of Subordinated Securities..........................      16

         SECTION 2.09.  Mutilated, Defaced, Destroyed, Lost and Stolen Subordinated
                  Securities....................................................................................      18

         SECTION 2.10.  Cancellation and Destruction of Surrendered Subordinated
                  Securities....................................................................................      19

         SECTION 2.11.  Temporary Subordinated Securities.......................................................      19

         SECTION 2.12.  Subordinated Securities in Global Form; Depositories....................................      20

         SECTION 2.13.  CUSIP Numbers...........................................................................      23

         SECTION 2.14.  Series May Include Tranches.............................................................      23

ARTICLE THREE       REDEMPTION OF SUBORDINATED SECURITIES AND SINKING FUNDS.....................................      23

         SECTION 3.01.  Applicability of Article................................................................      23

         SECTION 3.02.  Notice of Redemption; Partial Redemptions...............................................      23

         SECTION 3.03.  Payment of Subordinated Securities Called for Redemption................................      25
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
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<S>                                                                                                                  <C>
         SECTION 3.04.  Exclusion of Certain Subordinated Securities From Eligibility
                  for Selection for Redemption..................................................................      26

         SECTION 3.05.  Mandatory and Optional Sinking Funds....................................................      26

ARTICLE FOUR        PARTICULAR COVENANTS OF THE COMPANY.........................................................      28

         SECTION 4.01.  Payment of Principal of and Interest on Subordinated
                  Securities....................................................................................      28

         SECTION 4.02.  Corporate Existence of the Company; Consolidation, Merger,
                  Sale or Transfer..............................................................................      29

         SECTION 4.03.  Maintenance of Offices or Agencies for Transfer, Registration,
                  Exchange and Payment of Subordinated Securities...............................................      29

         SECTION 4.04.  Appointment to Fill a Vacancy in the Office of Trustee..................................      30

         SECTION 4.05.  Duties of Paying Agent..................................................................      30

         SECTION 4.06.  Notice of Default.......................................................................      31

         SECTION 4.07.  Maintenance of Properties...............................................................      31

         SECTION 4.08.  Payment of Taxes and Other Claims.......................................................      32

         SECTION 4.09.  Luxembourg Publications.................................................................      32

ARTICLE FIVE        SUBORDINATED SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE..............      32

         SECTION 5.01.  Company to Furnish Trustee Information as to the Names
                  and Addresses of Subordinated Securityholders.................................................      32

         SECTION 5.02.  Preservation of Information; Communication to Subordinated
                  Securityholders...............................................................................      32

         SECTION 5.03.  Reports by Company......................................................................      34

         SECTION 5.04.  Reports by Trustee......................................................................      34

ARTICLE SIX         REMEDIES OF THE TRUSTEE AND SUBORDINATED SECURITYHOLDERS ON
                    EVENT OF DEFAULT............................................................................      36

         SECTION 6.01.  Events of Default; Acceleration, Waiver of Default And
                  Restoration of Position and Rights............................................................      36

         SECTION 6.02.  Covenant of Company to Pay to Trustee Whole Amount Due
                  on Subordinated Securities on Default in Payment of Interest or
                  Principal.....................................................................................      39

         SECTION 6.03.  Trustee May File Proofs of Claim........................................................      40

         SECTION 6.04.  Trustee May Enforce Claims Without Possession of
                  Subordinated Securities.......................................................................      41

         SECTION 6.05.  Application of Moneys Collected by Trustee..............................................      41
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

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<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
         SECTION 6.06.  Limitation on Suits by Holders of Subordinated Securities...............................      42

         SECTION 6.07.  Rights and Remedies Cumulative..........................................................      43

         SECTION 6.08.  Delay or Omission Not Waiver............................................................      43

         SECTION 6.09.  Control by Holders; Waiver of Past Defaults.............................................      43

         SECTION 6.10.  Trustee to Give Notice of Defaults Known to it, But May
                  Withhold in Certain Circumstances.............................................................      44

         SECTION 6.11.  Requirement of an Undertaking to Pay Costs in Certain Suits
                  Under the Subordinated Indenture or Against the Trustee.......................................      44

         SECTION 6.12.  Waiver of Stay, or Extension Laws.......................................................      45

ARTICLE SEVEN       CONCERNING THE TRUSTEE......................................................................      45

         SECTION 7.01.  Certain Duties and Responsibilities of Trustee..........................................      45

         SECTION 7.02.  Certain Rights of Trustee...............................................................      46

         SECTION 7.03.  Trustee Not Responsible for Recitals or Application of
                  Proceeds......................................................................................      47

         SECTION 7.04.  Trustee May Own Subordinated Securities or Coupons......................................      47

         SECTION 7.05.  Moneys Received by Trustee to be Held in Trust..........................................      47

         SECTION 7.06.  Trustee Entitled to Compensation, Reimbursement and
                  Indemnity.....................................................................................      47

         SECTION 7.07.  Right of Trustee to Rely on Officer's Certificate Where No
                  Other Evidence Specifically Prescribed........................................................      48

         SECTION 7.08.  Disqualification; Conflicting Interest..................................................      48

         SECTION 7.09.  Requirements for Eligibility of Trustee.................................................      54

         SECTION 7.10.  Resignation and Removal of Trustee; Appointment of
                  Successor.....................................................................................      54

         SECTION 7.11.  Acceptance of Appointment by Successor Trustee..........................................      55

         SECTION 7.12.  Successor to Trustee by Merger, Consolidation or Succession
                  to Business...................................................................................      56

         SECTION 7.13.  Preferential Collection of Claims Against Company.......................................      56

         SECTION 7.14.  Appointment of Authenticating Agent.....................................................      60

ARTICLE EIGHT       CONCERNING THE SUBORDINATED SECURITYHOLDERS.................................................      62

         SECTION 8.01.  Evidence of Action by Subordinated Securityholders......................................      62

         SECTION 8.02.  Proof of Execution of Instruments and of Holding of
                  Subordinated Securities.......................................................................      62

         SECTION 8.03.  Who May be Deemed Owners of Subordinated Securities.....................................      62
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                  <C>
         SECTION 8.04.  Subordinated Securities Owned by the Company or Controlled
                  or Controlling Persons Disregarded for Certain Purposes.......................................      63

         SECTION 8.05.  Instruments Executed by Subordinated Securityholders Bind
                  Future Holders................................................................................      64

ARTICLE NINE        SUBORDINATED SECURITYHOLDERS' MEETINGS......................................................      64

         SECTION 9.01.  Purposes for Which Meetings May be Called...............................................      64

         SECTION 9.02.  Manner of Calling Meetings..............................................................      65

         SECTION 9.03.  Call of Meeting by the Company or Subordinated
                  Securityholders...............................................................................      65

         SECTION 9.04.  Who May Attend and Vote at Meetings.....................................................      65

         SECTION 9.05.  Regulations May be Made by Trustee; Conduct of the
                  Meeting; Voting Rights - Adjournment..........................................................      65

         SECTION 9.06.  Manner of Voting at Meetings and Record to be Kept......................................      66

         SECTION 9.07.  Exercise of Rights of Trustee and Subordinated
                  Securityholders Not to be Hindered or Delayed.................................................      67

ARTICLE TEN         SUPPLEMENTAL SUBORDINATED INDENTURES........................................................      67

         SECTION 10.01.  Purposes for Which Supplemental Subordinated Indentures
                  May be Entered into Without Consent of Subordinated Securityholders...........................      67

         SECTION 10.02.  Modification of Subordinated Indenture With Consent of
                  Holders of Subordinated Securities............................................................      68

         SECTION 10.03.  Effect of Supplemental Subordinated Indentures.........................................      70

         SECTION 10.04.  Subordinated Securities May Bear Notation of Changes by
                  Supplemental Subordinated Indentures..........................................................      70

ARTICLE ELEVEN      DISCHARGE; DEFEASANCE.......................................................................      71

         SECTION 11.01.  Satisfaction and Discharge of Subordinated Indenture...................................      71

         SECTION 11.02.  Application by Trustee of Funds Deposited for Payment of
                  Subordinated Securities.......................................................................      74

         SECTION 11.03.  Repayment of Moneys Held by Paying Agent...............................................      75

         SECTION 11.04.  Return of Moneys Held by Trustee and Paying Agent
                  Unclaimed for Two Years.......................................................................      75

         SECTION 11.05.  Indemnity for U.S. Government of Obligations...........................................      75

ARTICLE TWELVE      IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.............................      75

         SECTION 12.01.  Incorporators, Stockholders, Officers and Directors of
                  Company Exempt from Individual Liability......................................................      75
</TABLE>

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                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
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<S>                                                                                                                  <C>
ARTICLE THIRTEEN    MISCELLANEOUS PROVISIONS....................................................................      76

         SECTION 13.01.  Successors and Assigns of the Company Bound by
                  Subordinated Indenture........................................................................      76

         SECTION 13.02.  Notices; Effectiveness.................................................................      76

         SECTION 13.03.  Compliance Certificates and Opinions...................................................      77

         SECTION 13.04.  Days on Which Payment to be Made, Notice Given or Other
                  Action Taken..................................................................................      78

         SECTION 13.05.  Provisions Required by Trust Indenture Act to Control..................................      78

         SECTION 13.06.  Governing Law..........................................................................      78

         SECTION 13.07.  Effect of Headings.....................................................................      78

         SECTION 13.08.  Subordinated Securities in a Foreign Currency or in ECU................................      78

         SECTION 13.09.  Judgment Currency......................................................................      79

         SECTION 13.10.  Provisions of the Subordinated Indenture and Subordinated
                  Securities for the Sole Benefit of the Parties and the Subordinated
                  Securityholders...............................................................................      80

         SECTION 13.11.  Subordinated Indenture May be Executed in Counterparts.................................      80

ARTICLE FOURTEEN    SUBORDINATION OF SECURITIES.................................................................      80

         SECTION 14.01.  Securities Subordinated to Senior Indebtedness.........................................      80

         SECTION 14.02.  Subrogation............................................................................      81

         SECTION 14.03.  Obligation of the Company Unconditional................................................      82

         SECTION 14.04.  Payments on Securities Permitted.......................................................      82

         SECTION 14.05.  Effectuation of Subordinated by Trustee................................................      82

         SECTION 14.06.  Knowledge of Trustee...................................................................      82

         SECTION 14.07.  Trustee May Hold Senior Indebtedness...................................................      83

         SECTION 14.08.  Rights of Holder of Senior Indebtedness Not Impaired...................................      83
</TABLE>

                                      -vi-
<PAGE>

         THIS SUBORDINATED INDENTURE, dated as of ______________, 2003, between
TRANSMETA CORPORATION, a Delaware corporation (the "Company"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association duly organized and existing
under the laws of the United States, as trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS, the Company has duly authorized the issuance, sale, execution
and delivery, from time to time, of its unsecured evidences of subordinated
indebtedness (hereinafter referred to as the "Subordinated Securities"), without
limit as to principal amount, issuable in one or more series, the amount and
terms of each such series to be determined as hereinafter provided; and, to
provide the terms and conditions upon which the Subordinated Securities are to
be issued, authenticated and delivered, the Company has duly authorized the
execution of this Subordinated Indenture; and

         WHEREAS, all acts and things necessary to make the Subordinated
Securities, when executed by the Company and authenticated and delivered by the
Trustee as in this Subordinated Indenture provided, the valid, binding and legal
subordinated obligations of the Company, and to constitute this Subordinated
Indenture a valid indenture and agreement according to its terms, have been done
and performed, and the execution of this Subordinated Indenture and the issuance
hereunder of the Subordinated Securities have in all respects been duly
authorized;

         NOW, THEREFORE, THIS SUBORDINATED INDENTURE

                                   WITNESSETH:

         That in order to declare the terms and conditions upon which the
Subordinated Securities are to be issued, authenticated and delivered, and in
consideration of the premises and of the purchase and acceptance of the
Subordinated Securities by the Holders thereof, the Company covenants and agrees
with the Trustee, for the equal and proportionate benefit of the respective
Holders from time to time of the Subordinated Securities or of any series
thereof, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01. Certain Terms Defined. For all purposes of this
Subordinated Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

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

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

                  (c)      all accounting terms not otherwise defined herein
shall have the meanings assigned to them and all computations herein provided
for shall be made, in accordance with

<PAGE>

generally accepted accounting principles, and the term "generally accepted
accounting principles" shall mean such principles as they exist at the date of
applicability thereof; and

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

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

         "Agent" means any Registrar, Paying Agent, transfer agent or
Authenticating Agent.

         "Authenticating Agent" shall the meaning set forth in Section 7.14.

         "Authorized Newspaper" means a newspaper (which, in the case of The
City of New York, will, if practicable, be The Wall Street Journal (Eastern
Edition) and in the case of London, will, if practicable, be the Financial Times
(London Edition) and, in the case of Luxembourg, will, if practicable be the
Luxembourg Wort and published in an official language of the country of
publication customarily published at least once a day for at least five days in
each calendar week and of general circulation in The City of New York, London or
Luxembourg, as applicable. If it shall be impractical in the opinion of the
Trustee to make any publication of any notice required hereby in an Authorized
Newspaper, any publication or other notice in lieu thereof which is made or
given with the approval of the Trustee shall constitute a sufficient publication
of such notice.

         "Board of Directors" shall mean the Board of Directors of the Company,
or any duly authorized committee of such Board of Directors.

         "Board Resolution" shall mean on or more resolutions of the Board of
Directors of the Company certified by the Secretary or by an Assistant Secretary
of the Company to have been duly adopted by the Board of Directors of the
Company and to be in full force and effect on the date of such certification.

         "Business Day" means, with respect to any Subordinated Security, a day
that is not a day on which banking institutions in the city (or in any of the
cities, if more than one) in which amounts are payable, as specified in the form
of such Subordinated Security, are authorized or required by any applicable law
or regulation to be closed.

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

                                        2
<PAGE>

         "Company" shall mean Transmeta Corporation, a Delaware corporation,
until a successor corporation shall have become such pursuant to the applicable
provisions hereof, and thereafter "Company" shall mean such successor Company.

         "Company Order" means a written statement, request or order of the
Company signed in its name by the Chairman of the Board of Directors of the
Company, the President or Chief Executive Officer, any Vice President or the
Treasurer of the Company.

         "covenant defeasance" shall have the meaning set forth in Section
11.01.

         "Coupon" means any interest coupon appertaining to an Unregistered
Subordinated Security.

         "Defaulted Interest" shall have the meaning set forth in Section 2.07.

         "Depository" shall mean, with respect to the Subordinated Securities of
any series issuable or issued in whole or in part in the form of one or more
Registered Global Subordinated Securities, the Person designated as Depository
by the Company pursuant to Section 2.03 of this Subordinated Indenture until a
successor Depository shall have become such pursuant to the applicable
provisions of this Subordinated Indenture, and thereafter the term "Depository"
shall mean or include each Person who is then a Depository hereunder, and if at
any time there is more than one such Person, "Depository" as used with respect
to the Subordinated Securities of any such series shall mean the Depository with
respect to the Subordinated Securities of that series.

         "ECU" means the European Currency Unit as defined and revised from time
to time by the European Monetary System of the European Community and/or Euros.

         "Euro" or "euro" means the currency adopted by those countries
participating in the third stage of the European Monetary Union.

         "Event of Default" with respect to Subordinated Securities of any
series shall mean any event specified as such in Section 6.01 and any other
event as may be established with respect to the securities of such series as
permitted by Section 2.03. An Event of Default shall "exist" if an Event of
Default shall have occurred and be continuing.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Foreign Currency" means a currency issued by the government of a
country other than the United States of America.

         "Holder," "Holder of Subordinated Securities," "Subordinated
Securityholder" or any other similar term means (a) in the case of any
Registered Subordinated Security, the person in whose name such Subordinated
Security is registered in the Register kept by the Company for that purpose in
accordance with the terms hereof, and (b) in the case of any Unregistered
Subordinated Security, the bearer of such Subordinated Security, or any Coupon
appertaining thereto, as the case may be.

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

                                        3
<PAGE>

         "IRS" means the Internal Revenue Service of the United States
Department of the Treasury, or any successor entity.

         "Judgment Currency" has the meaning set forth in Section 13.09.

         "Officer's Certificate" shall mean a certificate signed by the Chairman
of the Board of Directors of the Company, any Vice-Chairman of the Board of
Directors of the Company, the President or Chief Executive Officer or any
Vice-President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company. Each such certificate shall include the
statements provided for in Section 13.03, if and to the extent required by the
provisions of such Section.

         "Opinion of Counsel" shall mean a written opinion of legal counsel who
may be an employee of the Company or other counsel satisfactory to the Trustee.
Each such opinion shall include the statements provided for in Section 13.03, if
and to the extent required by the provisions of such Section.

         "Original Issue Date" of any Subordinated Security (or portion thereof)
means the earlier of (a) the date of such Subordinated Security or (b) the date
of any Subordinated Security (or portion thereof) for which such Subordinated
Security was issued (directly or indirectly) on registration of transfer,
exchange or substitution.

         "Original Issue Discount Subordinated Security" shall mean (a) any
Subordinated Security which provides for an amount less than the principal
amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01 or (b) any other Subordinated Security
which for United States Federal income tax purposes would be considered an
original issue discount security.

         "Outstanding" when used with reference to Subordinated Securities
shall, subject to the provisions of Section 8.04, mean, as of the date of
determination, all Subordinated Securities theretofore authenticated and
delivered under this Subordinated Indenture, except:

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

                  (b)      Subordinated Securities, or portions thereof, for
whose payment or redemption moneys or U.S. Government Obligations (as provided
in Section 11.01) in the necessary amount have been theretofore deposited with
the Trustee or with any Paying Agent (other than the Company) or shall have been
set aside, segregated and held in trust by the Company (if the Company shall act
as its own Paying Agent) in trust for the Holders of such Subordinated
Securities, provided that if such Subordinated Securities or portions thereof,
are to be redeemed prior to the Stated Maturity thereof, notice of such
redemption has been duly given as provided in Article Three hereof, or provision
therefor satisfactory to the Trustee has been made;

                  (c)      Subordinated Securities in exchange for or in lieu of
which other Subordinated Securities shall have been authenticated and delivered
under this Subordinated Indenture; and

                                        4
<PAGE>

                  (d)      Subordinated Securities alleged to have been
destroyed, lost or stolen which have been paid as provided in Section 2.07
hereof.

         In determining whether the Holders of the requisite principal amount of
Outstanding Subordinated Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Subordinated Security that shall be deemed
to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination as if a
declaration of acceleration of the maturity thereof pursuant to Section 6.01 had
been made.

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

         "Periodic Offering" means an offering of Subordinated Securities of a
series from time to time, the specific terms of which Subordinated Securities,
including, without limitation, the rate or rates of interest, if any, thereon,
the stated maturity or maturities thereof and the redemption provisions, if any,
with respect thereto, are to be determined by the Company or its agents upon the
issuance of such Subordinated Securities.

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

         "Predecessor Subordinated Security" of any particular Subordinated
Security means every previous Subordinated Security evidencing all or a portion
of the same debt as that evidenced by such particular Subordinated Security;
and, for the purposes of this definition, any Subordinated Security
authenticated and delivered under Section 2.04 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Subordinated Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Subordinated
Security.

         "principal" whenever used with reference to the Subordinated Securities
or any Subordinated Security or any portion thereof, shall be deemed to include
"and premium, if any," provided, however, that such inclusion of premium, if
any, shall under no circumstances result in the double counting of such premium
for the purpose of any calculation required hereunder.

         "Principal Office of the Trustee" shall mean the office of the Trustee
in Los Angeles, California at which at any particular time the trust created by
this Indenture shall be administered, except that with respect to presentation
of Subordinated Securities for payment such term shall mean any office or agency
of the Trustee at which at any particular time its corporate trust services
business shall be conducted. The present address of the Principal Office of the
Trustee is administered is 550 South Hope Street, 5th Floor, Los Angeles, CA
90071, Attention: Corporate Trust Services.

         "Record Date" for the interest payable on any Interest Payment Date on
any series of Subordinated Securities shall mean the date specified as such in
the Subordinated Securities of such series.

                                        5
<PAGE>

         "Register" shall mean the books for the registration and transfer of
Subordinated Securities which books are kept by the Trustee pursuant to Section
2.08.

         "Registered Global Subordinated Security" means a Subordinated Security
evidencing all or a portion of a series of Registered Subordinated Securities,
issued to the Depositary for such series in accordance with Section 2.12, and
bearing the legend prescribed in Section 2.12 and any other legend required by
the Depositary for such series.

         "Registered Subordinated Security" means any Subordinated Security
registered on the Register of the Company.

         "Required Currency" shall have the meaning set forth in Section 13.09.

         "Responsible Officer" when used with respect to the Trustee shall mean
an officer in the Principal Office of the Trustee or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer of the Trustee to whom such matter is
referred because of such Person's knowledge of and familiarity with the
particular subject.

         "Senior Indebtedness" means (i) the principal of and premium, if any,
and unpaid interest on indebtedness for money borrowed, (ii) purchase money and
similar obligations, (iii) obligations under capital leases, (iv) guarantees,
assumptions or purchase commitments relating to, or other transactions as a
result of which the Company is responsible for the payment of, such indebtedness
of others, (v) renewals, extensions and refunding of any such indebtedness, (vi)
interest or obligations in respect of any such indebtedness accruing after the
commencement of any insolvency or bankruptcy proceedings; and (vii) obligations
associated with derivative products such as interest rate and currency exchange
contracts, foreign exchange contracts, commodity contracts, and similar
arrangements, unless, in each case, the instrument by which the Company
incurred, assumed or guaranteed the indebtedness or obligations described in
clauses (i) through (vii) hereof expressly provides that such indebtedness or
obligation is subordinate or junior in right or payment to any other
indebtedness or obligation is subordinate or junior in right of payment to any
other indebtedness or obligations of the Company.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.07.

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

         "Subordinated Indenture" shall mean this instrument as originally
executed, or as it may from time to time be supplemented, modified or amended,
as provided herein, and shall include the form and terms of particular series of
Subordinated Securities established in accordance with the provisions of
Sections 2.03 and 2.04.

                                        6
<PAGE>

         "Subordinated Security" or "Subordinated Securities" shall mean any
security or securities of the Company without regard to series, authenticated
and delivered under this Subordinated Indenture.

         "Supplemental Subordinated Indenture" shall mean an indenture
supplemental hereto as such Supplemental Subordinated Indenture may be
originally executed, or as it may from time to time be supplemented, modified or
amended, as provided herein and therein.

         "Trustee" shall mean the party named as such in the first paragraph of
this Subordinated Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Subordinated Indenture, and
thereafter "Trustee" shall mean such successor Trustee. "Trustee" shall also
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
Subordinated Securities of any series shall mean the trustee with respect to the
Subordinated Securities of such series.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended as of the date of this Subordinated Indenture.

         "United States Dollars" shall mean the lawful currency of the United
States of America.

         "Unregistered Subordinated Security" means any Subordinated Security
other than a Registered Subordinated Security.

         "U.S. Government Obligations" shall have the meaning set forth in
Section 11.01.

         "Yield to Maturity" means the yield to maturity on a series of
securities, calculated at the time of issuance of such series, or, if
applicable, at the most recent redetermination of interest on such series, and
calculated in accordance with accepted financial practice.

                                   ARTICLE TWO

                  ISSUE, DESCRIPTION, EXECUTION, REGISTRATION,
                TRANSFER AND EXCHANGE OF SUBORDINATED SECURITIES

         SECTION 2.01. Form of Subordinated Securities and Trustee's Certificate
of Authentication. The Subordinated Securities of each series and the Coupons,
if any, to be attached thereto shall be substantially in such form (not
inconsistent with this Subordinated Indenture) as shall be established by or
pursuant to one or more Board Resolutions and as set forth in an Officer's
Certificate or Supplemental Subordinated Indenture, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Subordinated Indenture, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements thereon as the Board of Directors may deem appropriate and as are
not inconsistent with the provisions of this Subordinated Indenture, or as may
be required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Subordinated Securities of such series may be listed, or to conform to usage all
as may be determined by the

                                        7
<PAGE>

officers executing such Subordinated Securities and Coupons, if any, as
evidenced by their execution of such Subordinated Securities and Coupons.

         The definitive Subordinated Securities and Coupons, if any, and each
Global Subordinated Security may be printed, lithographed or fully or partly
engraved or produced in any other manner, all as determined by the officers
executing such Subordinated Securities and Coupons, if any, as evidenced by
their execution thereof.

         SECTION 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Subordinated Securities shall be
in substantially the following form:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                   U.S. Bank National Association, as Trustee

                                   By __________________________________________
                                            Authorized Signatory

         SECTION 2.03. Amount Unlimited, Issuable in Series.

         (a)      The aggregate principal amount of Subordinated Securities
which may be authenticated and delivered under this Subordinated Indenture is
not limited. The Subordinated Securities may be issued in one or more series.

         The following terms and provisions of each series of Subordinated
Securities shall be established in or pursuant to one or more Board Resolutions
and set forth in an Officer's Certificate detailing such establishment or
established in one or more Supplemental Subordinated Indentures prior to the
issuance of Subordinated Securities of any series:

                  (1)      the designation of the series of Subordinated
Securities of the series (which shall distinguish the Subordinated Securities of
such series from all other series of Subordinated Securities) and which may be
part of a series of Subordinated Securities previously issued;

                  (2)      any limit upon the aggregate principal amount of the
particular series of Subordinated Securities which may be executed,
authenticated and delivered under this Subordinated Indenture; provided,
however, that nothing contained in this Section 2.03 or elsewhere in this
Subordinated Indenture or in the Subordinated Securities or in an Officer's
Certificate or in a Supplemental Subordinated Indenture is intended to or shall
limit execution by the Company or authentication and delivery by the Trustee of
Subordinated Securities under the circumstances contemplated by Sections 2.08,
2.09, 2.11, 3.03 and 10.04;

                  (3)      if other than United States Dollars, the coin,
currency or currencies or composite currency in which principal of and interest
and any premium on such series of

                                        8
<PAGE>

Subordinated Securities shall be payable (including, but not limited to, any
Foreign Currency or ECU);

                  (4)      the Stated Maturity for payment of principal of such
series of Subordinated Securities and any sinking fund or analogous provisions;

                  (5)      the rate or rates at which such series of
Subordinated Securities shall bear interest, if any, the date or dates from
which such interest shall accrue, on which such interest shall be payable, the
terms and conditions of any deferral of interest and the additional interest, if
any, thereon, the right, if any, of the Company to extend the time for payment
of interest, the terms and duration of such extension rights and (in the case of
Registered Subordinated Securities) the date or dates on which a record shall be
taken for the determination of Holders to whom interest is payable and/or the
method by which such rate or rates or date or dates shall be determined;

                  (6)      the place or places where the principal of and any
interest on Subordinated Securities of any series shall be payable, where such
Subordinated Securities may be surrendered for registration of transfer, where
such Subordinated Securities may be surrendered for exchange and where notice
and demands to or upon the Company, in respect of such Subordinated Securities,
and this Subordinated Indenture may be served, if other than as provided in
Section 4.03;

                  (7)      the right, if any, of the Company to redeem
Subordinated Securities, in whole or in part, at its option and the period or
periods within which, the price or prices at which and any terms and conditions
upon which Subordinated Securities of the series may be so redeemed, pursuant to
any sinking fund or otherwise;

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

                  (9)      if other than denominations of $1,000 or [Euro]
1,000, as the case may be, and any integral multiple thereof, in the case of
Registered Subordinated Securities, or $1,000 and $5,000 or [Euro] 1,000 and
[Euro] 5,000 in the case of Unregistered Subordinated Securities, the
denominations in which such series of Subordinated Securities shall be issuable;

                 (10)     the percentage of the principal amount at which the
Subordinated Securities will be issued, and, if other than the principal amount
thereof, the portion of the principal amount of such series of Subordinated
Securities which shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.01;

                  (11)     if other than the coin, currency or currencies in
which the Subordinated Securities of the series are denominated, the coin,
currency or currencies in which payment of the principal of or interest on the
Subordinated Securities of such series shall be payable, including composite
currencies or currency units;

                                        9
<PAGE>

                  (12)     if the principal or interest on the Subordinated
Securities of the series are to be payable, at the election of the Company or a
Holder thereof, in a coin or currency other than that in which the Subordinated
Securities are denominated, the period or periods within which, and the terms
and conditions upon which, such election may be made;

                  (13)     if the amount of payments or principal of and
interest on the Subordinated Securities of the series may be determined with
reference to an index or formula based on a coin, currency, composite currency
or currency unit other than that in which the Subordinated Securities of the
series are denominated, the manner in which such amounts shall be determined;

                  (14)     whether the Subordinated Securities of the series
will be issuable as Registered Subordinated Securities (and if so, whether such
Subordinated Securities will be issuable as Registered Global Subordinated
Securities, the Depository for such Registered Global Securities and any
additional terms and conditions relating to such Registered Global Subordinated
Securities not set forth in this Subordinated Indenture) or Unregistered
Subordinated Securities (with or without Coupons), or any combination of the
foregoing, any restrictions applicable to the offer, sale or delivery of
Unregistered Subordinated Securities or the payment of interest thereon and, if
other than as provided in Section 2.08, the terms upon which Unregistered
Subordinated Securities of any series may be exchanged for Registered
Subordinated Securities of such series and vice versa;

                  (15)     whether and under what circumstances the Company will
pay additional amounts on the Subordinated Securities of the series held by a
person who is not a U.S. person in respect of any tax, assessment or
governmental charge withheld or deducted and, if so, whether the Company will
have the option to redeem the Subordinated Securities of the series rather than
pay such additional amounts;

                  (16)     if the Subordinated Securities of the series are to
be issuable in definitive form (whether upon original issue or upon exchange of
a temporary Subordinated Security of such series) only upon receipt of certain
certificates or other documents or satisfaction of other conditions, the form
and terms of such certificates, documents or conditions;

                  (17)     any trustees, depositaries, authenticating or paying
agents, transfer agents or registrars of any other agents with respect to the
Subordinated Securities of such series;

                  (18)     any additional events of default or covenants with
respect to the Subordinated Securities of a particular series not set forth
herein;

                  (19)     the terms of subordination applicable to such series
of Subordinated Securities;

                  (20)     the terms and conditions, if any, upon which any
Subordinated Securities of such series may or shall be converted or exchanged
into other instruments or other forms of property of the Company or its
subsidiaries, including without limitation, securities of another Person held by
the Company or its Affiliates, and if so the terms thereof; and

                  (21)     any other terms of such series of Subordinated
Securities (which terms shall not be inconsistent with the provisions of this
Subordinated Indenture).

                                       10
<PAGE>

         (b)      All Subordinated Securities of any one series and Coupons, if
any, appertaining thereto shall be substantially identical except that any
series may have serial maturities and different interest rates for different
maturities and except in the case of Registered Subordinated Securities as to
denomination and the differences herein specified between Registered Global
Subordinated Securities and Registered Subordinated Securities issued in
definitive form and except as may otherwise be provided in or pursuant to such
Board Resolution and set forth in such Officer's Certificate or Supplemental
Subordinated Indenture relating to such series of Subordinated Securities. All
Subordinated Securities of any one series need not be issued at the same time,
and, unless otherwise provided in the Officer's Certificate or Supplemental
Subordinated Indenture relating to such series, a series may be reopened for
issuances of additional Subordinated Securities of such series.

         SECTION 2.04. Authentication and Delivery of Subordinated Indentures.

                  At any time and from time to time after the execution and
delivery of this Subordinated Indenture, the Company may deliver any series of
Subordinated Securities having attached thereto appropriate Coupons, if any,
executed by the Company to the Trustee for authentication by it together with
the applicable documents referred to below in this Section 2.04, and the Trustee
shall thereupon authenticate and deliver said Subordinated Securities (or if
only a single Subordinated Security, such Subordinated Security) and Coupons, if
any, to or upon the written order of the Company, signed by an officer of the
Company, without any further corporate action. The maturity date, original issue
date, interest rate and any other terms of the Subordinated Securities of such
series and Coupons, if any, appertaining thereto shall be determined by or
pursuant to such Company Order and procedures. If provided for in such
procedures, such Company Order may authorize authentication and delivery
pursuant to oral or electronic instructions from the Company or its duly
authorized agent or agents, which instructions, if oral, shall be promptly
confirmed in writing. In authenticating such Subordinated Securities and
accepting the additional responsibilities under this Subordinated Indenture in
relation to such Subordinated Securities, the Trustee shall be entitled to
receive (in the case of subparagraphs (2), (3) and (4) below only at or before
the time of the first request of the Company to the Trustee to authenticate
Subordinated Securities of such series) and (subject to Section 7.01) shall be
fully protected in relying upon, the following enumerated documents unless and
until such documents have been superseded or revoked:

                  (1)      a Company Order requesting such authentication and
setting forth delivery instructions if the Subordinated Securities and Coupons,
if any, are not to be delivered to the Company, provided that, with respect to
Subordinated Securities of a series subject to a Periodic Offering, (a) such
Company Order may be delivered by the Company to the Trustee prior to the
delivery to the Trustee of such Subordinated Securities for authentication and
delivery, (b) the Trustee shall authenticate and deliver Subordinated Securities
of such series for original issue from time to time, in an aggregate principal
amount not exceeding the aggregate principal amount established for such series,
pursuant to a Company Order or pursuant to procedures acceptable to the Trustee
as may be specified from time to time by a Company Order, (c) the maturity date
or dates, original issue date or dates, interest rate or rates and any other
terms of Subordinated Securities of such series shall be determined by a Company
Order or pursuant to such procedures and (d) if provided for in such procedures,
such Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the

                                       11
<PAGE>

Company or its duly authorized agent or agents, which instructions, if oral,
shall be promptly confirmed in writing;

                  (2)      any Board Resolution, Officer's Certificate and/or
executed Supplemental Subordinated Indenture referred to in Section 2.01 and
2.03 by or pursuant to which the forms and terms of the Subordinated Securities
and Coupons, if any, were established;

                  (3)      an Officer's Certificate setting forth the form or
forms and terms of the Subordinated Securities and Coupons, if any, stating that
the form or forms and terms of the Subordinated Securities and Coupons, if any,
have been established pursuant to Sections 2.01 and 2.03 and comply with this
Subordinated Indenture, and covering such other matters as the Trustee may
reasonably request; and

                  (4)      At the option of the Company, either one or more
Opinions of Counsel, or a letter addressed to the Trustee permitting it to rely
on one or more Opinions of Counsel, substantially to the effect that:

                           (a)      the form or forms of the Subordinated
Securities and Coupons, if any, have been duly authorized and established in
conformity with the provisions of this Subordinated Indenture;

                           (b)      in the case of an underwritten offering, the
terms of the Subordinated Securities have been duly authorized and established
in conformity with the provisions of this Subordinated Indenture, and, in the
case of an offering that is not underwritten, certain terms of the Subordinated
Securities have been established pursuant to a Board Resolution, an Officer's
Certificate or a Supplemental Subordinated Indenture in accordance with this
Subordinated Indenture, and when such other terms as are to be established
pursuant to procedures set forth in a Company Order shall have been established,
all such terms will have been duly authorized by the Company and will have been
established in conformity with the provisions of this Subordinated Indenture;

                           (c)      this Indenture and such Subordinated
Securities, when executed and issued by the Company and authenticated by the
Trustee in accordance with the provisions of this Subordinated Indenture and
duly paid for by the purchasers thereof, and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and binding obligations of the
Company, except as any rights thereunder may be limited by the effect of
bankruptcy, insolvency, reorganization, receivership, conservatorship,
arrangement, moratorium or other laws affecting or relating to the rights of
creditors generally; the rules governing the availability of specific
performance, injunctive relief or other equitable remedies and general
principles of equity, regardless of whether considered in a proceeding in equity
or at law; the effect of applicable court decisions invoking statutes or
principles of equity, which have held that certain covenants and provisions of
agreements are unenforceable where the breach of such covenants or provisions
imposes restrictions or burdens upon a borrower, and it cannot be demonstrated
that the enforcement of such restrictions or burdens is necessary for the
protection of the creditor, or which have held that the creditor's enforcement
of such covenants or provisions under the circumstances would have violated the
creditor's covenants of good faith and fair dealing implied under California
law; and the effect of California statutes and rules of law which cannot be
waived prospectively by a borrower, and such counsel need express no opinion
with regard to

                                       12
<PAGE>

the enforceability of Section 7.06 or of a judgment denominated in a currency
other than United States Dollars; and

                           (d)      the Company has complied with all applicable
Federal laws and requirements in respect of the execution and delivery of such
Subordinated Securities;

                  (5)      if the Securities are to be secured, a supplemental
indenture conforming to the requirements of Section 314 of the Trust Indenture
Act and such other documents as may be required by Section 314; and

                  (6)      if the Securities are to be convertible, a
supplemental indenture conforming to the requirements of Section 314 of the
Trust Indenture Act and such other documents as may be required by Section 314.

                  In rendering such opinions, any counsel may qualify any
opinions as to enforceability by stating that such enforceability may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent
transfer and other similar laws affecting the rights and remedies of creditors
and is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely upon opinions of other counsel (copies of which shall be delivered to
the Trustee) reasonably satisfactory to the Trustee, in which case the opinion
shall state that such counsel believes he and the Trustee are entitled so to
rely. Such counsel may also state that, insofar as such opinion involves factual
matters, he has relied, to the extent he deems proper, upon certificates of
officers of the Company and its subsidiaries and certificates of public
officials.

                  The Trustee shall have the right to decline to authenticate
and deliver any Subordinated Securities under this section if the Trustee, being
advised by counsel, determines that such action may not lawfully be taken by the
Company or if the Trustee in good faith by its board of directors or board of
trustees, executive committee or a trust committee of directors or trustees
shall determine that such action would expose the Trustee to personal liability
to existing Holders or would affect the Trustee's own rights, duties or
immunities under the Subordinated Securities, this Subordinated Indenture or
otherwise.

         SECTION 2.05. Execution of Subordinated Securities. The Subordinated
Securities and each Coupon appertaining thereto, if any, shall be executed
manually or in facsimile, by any two of the Chairman of the Board, Chief
Executive Officer, the President, and Vice President, the Secretary, any
Assistant Secretary, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer of the Company under its corporate seal (except in the case of
Coupons), which may be affixed thereto or printed, engraved or otherwise
reproduced thereon, by facsimile or otherwise. Only such Subordinated Securities
or Coupons, if any, as shall bear thereon a certificate of authentication
substantially in the form recited herein, executed by the Trustee manually by an
authorized officer, shall be entitled to the benefits of this Subordinated
Indenture or be valid or obligatory for any purpose. Such certificate of
authentication of the Trustee upon any Subordinated Security or Coupon, if any,
executed by the Company shall be conclusive evidence that the Subordinated
Security or Coupon so authenticated has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Subordinated
Indenture. Typographical or other errors or defects in the seal or facsimile
signature on any

                                       13
<PAGE>

Subordinated Security or in the text thereof shall not affect the validity or
enforceability of such Subordinated Security if it has been duly authenticated
and delivered by the Trustee.

         In case any officer of the Company who shall have signed any of the
Subordinated Securities or Coupons, if any, (manually or in facsimile) shall
cease to be such officer before the Subordinated Securities or Coupons so signed
shall have been authenticated and delivered by the Trustee, or disposed of by
the Company, such Subordinated Securities or Coupons nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such
Subordinated Securities or Coupons had not ceased to be such officer of the
Company. Also, any Subordinated Security or Coupon may be signed on behalf of
the Company by such Persons as on the actual date of execution of such
Subordinated Security or Coupon shall be the proper officers of the Company,
although at the date of the execution of this Subordinated Indenture or on the
nominal date of such Subordinated Security any such Person was not such officer.

         SECTION 2.06. Certificate of Authentication. Only such Subordinated
Securities as shall bear thereon a certificate of authentication substantially
in the form hereinbefore recited, executed by the Trustee by the manual
signature of one of its authorized officers, shall be entitled to the benefits
of this Subordinated Indenture or be valid or obligatory for any purpose. No
Coupon shall be entitled to the benefits of this Subordinated Indenture or shall
be valid and obligatory for any purpose until the certificate of authentication
on the Subordinated Security to which such Coupon appertains shall have been
duly executed by the Trustee. The execution of such certificate by the Trustee
upon any Subordinated Security executed by the Company shall be conclusive
evidence that the Subordinated Security so authenticated has been duly
authenticated and delivered hereunder and that the Holder is entitled to the
benefits of this Subordinated Indenture.

         SECTION 2.07. Denominations; Payment of Interest on Subordinated
Securities.

         (a)      The Subordinated Securities of each series may be issued as
Registered Subordinated Securities or Unregistered Subordinated Securities in
denominations all as shall be specified as contemplated by Section 2.03. In the
absence of such provisions with respect to the Registered Subordinated
Securities of any series, the Subordinated Securities of such series (other than
any Registered Global Subordinated Securities) shall be issued in denominations
of $1,000 (or [Euro] 1,000, as applicable) and any integral multiple thereof. If
denominations of Unregistered Subordinated Securities of any series are not so
established, such Subordinated Securities shall be issuable in denominations of
$1,000 and $5,000 (or [Euro] 1,000 and [Euro] 5,000). The Subordinated
Securities of each series shall be numbered, lettered or otherwise distinguished
in such manner or in accordance with such plan as the officers of the Company
executing the same may determine with the approval of the Trustee, as evidenced
by the execution and authentication thereof.

         (b)      If the Subordinated Securities of any series shall bear
interest, each Subordinated Security of such series shall bear interest from the
applicable date at the rate per annum specified in the Officer's Certificate or
Supplemental Subordinated Indenture with respect to such series of Subordinated
Securities. Unless otherwise specified in the Officer's Certificate or
Supplemental Subordinated Indenture with respect to the Subordinated Securities
of any series, interest on the Subordinated Securities of such series shall be
computed on the basis of a 360-day year of twelve 30-day months. Such interest
shall be payable on the Interest Payment Dates specified in

                                       14
<PAGE>

the Officer's Certificate or Supplemental Subordinated Indenture with respect to
such series of Subordinated Securities. The Person in whose name any
Subordinated Security (or one or more Predecessor Subordinated Securities) is
registered at the close of business on the applicable Record Date for the series
of which such Subordinated Security is a part shall be entitled to receive the
interest payable thereon on such Interest Payment Date notwithstanding the
cancellation of such Subordinated Security upon any transfer or exchange thereof
subsequent to such Record Date and prior to such Interest Payment Date unless
such Subordinated Security shall have been called for redemption on a Redemption
Date which is subsequent to such Record Date and prior to such Interest Payment
Date or unless the Company shall default in the payment of interest due on such
Interest Payment Date on any Subordinated Security of such series.

         Any interest on any Subordinated Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered Holder on the relevant Record Date solely by virtue of
such Holder having been such Holder; and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (1) or (2)
below:

         (1)      The Company may elect to make payment of any Defaulted
Interest on the Subordinated Securities of any series to the Persons in whose
names such Subordinated Securities (or their respective Predecessor Subordinated
Securities) are registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Subordinated Security and the
date of the proposed payment (which date shall be such as will enable the
Trustee to comply with the next sentence hereof), and at the same time the
Company shall deposit with the Trustee an amount of money equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this subsection
provided. Thereupon the Trustee shall fix a Special Record Date for the payment
of such Defaulted Interest which shall be not more than 15 nor less than 10 days
prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of a Subordinated Security of such
series at such Holder's address as it appears in the Register not less than 10
days prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
the Subordinated Securities of such series are registered on such Special Record
Date and shall no longer be payable pursuant to the following subsection (2).

         (2)      The Company may make payment of any Defaulted Interest on the
Subordinated Securities of any series in any other lawful manner not
inconsistent with the requirements of any securities exchange on which such
Subordinated Securities may be listed and upon such notice as may be required by
such exchange, if, after notice given by the Company to the Trustee of the

                                       15
<PAGE>

proposed payment pursuant to this subsection, such payment shall be deemed
practicable by the Trustee.

         Interest on Subordinated Securities of any series that bear interest
may be paid by mailing a check to the address of the person entitled thereto as
such address shall appear in the Register.

         Subject to the foregoing provisions of this Section 2.07, each
Subordinated Security delivered under this Subordinated Indenture upon transfer
of or in exchange for or in lieu of any other Subordinated Security shall carry
all the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Subordinated Security and each such Subordinated Security shall
bear interest from such date, such that neither gain nor loss in interest shall
result from such transfer, exchange or substitution.

         SECTION 2.08. Registration, Transfer and Exchange of Subordinated
Securities. Except as specifically otherwise provided herein with respect to
Registered Global Subordinated Securities, Subordinated Securities of any series
may be exchanged for a like aggregate principal amount of Subordinated
Securities of the same series of other authorized denominations. Subordinated
Securities to be exchanged shall be surrendered at the offices or agencies to be
maintained in accordance with the provisions of Section 4.03 and the Company
shall execute the Subordinated Security or Subordinated Securities, and the
Trustee shall authenticate and deliver in exchange therefor the Subordinated
Security or Subordinated Securities which the Subordinated Securityholder making
the exchange shall be entitled to receive.

         The Company shall cause the Trustee to keep or cause to be kept, at one
or more of the offices or agencies to be maintained by the Trustee in accordance
with the provisions of Section 4.03 with respect to the Subordinated Securities
of each series, the Register in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of the
Registered Subordinated Securities of such series and the transfer of Registered
Subordinated Securities of such series as in this Article provided. The Register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time. At all reasonable times the Register
shall be open for inspection by the Trustee and any registrar of the
Subordinated Securities of such series other than the Trustee. Upon due
presentment for transfer of any Subordinated Security of any series at the
offices or agencies of the Company to be maintained in accordance with Section
4.03 with respect to the Registered Subordinated Securities of such series, the
Company shall execute a new Subordinated Security and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Subordinated Security or Registered Subordinated Securities of the same series
for a like aggregate principal amount of authorized denominations.
Notwithstanding any other provisions of this Section 2.08, unless and until it
is exchanged in whole or in part for Registered Subordinated Securities in
definitive form, a Global Subordinated Security representing all or a portion of
the Registered Subordinated Securities of a series may not be transferred except
as a whole by the Depository for such series to a nominee of such Depository or
by a nominee of such Depository to such Depository or another nominee of such
Depository or by such Depository or any such nominee to a successor Depository
for such series or a nominee of such successor Depository.

                                       16
<PAGE>

         Unregistered Subordinated Securities (except for any temporary global
Unregistered Subordinated Securities) and Coupons (except for Coupons attached
to any temporary global Unregistered Subordinated Securities) shall be
transferable by delivery.

         At the option of the Holder thereof, Registered Subordinated Securities
of any series (other than a Registered Global Subordinated Security, except as
set forth below) may be exchanged for a Registered Subordinated Security or
Registered Subordinated Securities of such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Registered Subordinated Securities to be exchanged at the agency of the Company
that shall be maintained for such purpose in accordance with Section 4.03 and
upon payment, if the Company shall so require, of the charges hereinafter
provided. If the Subordinated Securities of any series are issued in both
registered and unregistered form, except as otherwise established pursuant to
Section 2.03, at the option of the Holder thereof, Unregistered Subordinated
Securities of any series may be exchanged for Registered Subordinated Securities
of such series and tenor having authorized denominations and an equal aggregate
principal amount, upon surrender of such Unregistered Subordinated Securities to
be exchanged at the agency of the Company that shall be maintained for such
purpose in accordance with Section 4.03, with, in the case of Unregistered
Subordinated Securities that have Coupons attached, all unmatured Coupons and
all matured Coupons in default thereto appertaining, and upon payment, if the
Company shall so require, of the charges hereinafter provided. At the option of
the Holder thereof, if Unregistered Subordinated Securities of any series,
maturity date, interest rate and original issue date are issued in more than one
authorized denomination, except as otherwise established pursuant to Section
2.03, such Unregistered Subordinated Securities may be exchanged for
Unregistered Subordinated Securities of such series and tenor having authorized
denominations and an equal aggregate principal amount, upon surrender of such
Unregistered Subordinated Securities to be exchanged at the agency of the
Company that shall be maintained for such purpose in accordance with Section
4.03, with, in the case of Unregistered Subordinated Securities that have
Coupons attached, all unmatured Coupons and all matured Coupons in default
thereto appertaining, and upon payment, if the Company shall so require, of the
charges hereinafter provided. Registered Subordinated Securities of any series
may not be exchanged for Unregistered Subordinated Securities of such series
unless (1) otherwise specified pursuant to Section 2.03 and (2) the Company has
delivered to the Trustee an Opinion of Counsel that (x) the Company has received
from the IRS a ruling or (y) since the date hereof, there has been a change in
the applicable United States federal income tax law, in either case to the
effect that the inclusion of terms permitting Registered Subordinated Securities
to be exchanged for Unregistered Subordinated Securities would result in no
United States federal income tax effect adverse to the Company or to any Holder.
Whenever any Subordinated Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Subordinated Securities which the Holder making the exchange is entitled to
receive. All Subordinated Securities and Coupons, if any, surrendered upon any
exchange or transfer provided for in this Subordinated Indenture shall be
promptly cancelled and disposed of by the Trustee, and the Trustee shall deliver
a certificate of disposition thereof to the Company.

         All Registered Subordinated Securities of any series presented or
surrendered for exchange, transfer, redemption, conversion or payment shall, if
so required by the Company or any registrar of the Subordinated Securities of
such series, be accompanied by a written

                                       17
<PAGE>

instrument or instruments of transfer, in form satisfactory to the Company and
such registrar, duly executed by the registered Holder or by such Person's
attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer of Subordinated Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto.

         The Company shall not be required to exchange or transfer (a) any
Subordinated Securities of any series during a period beginning at the opening
of business 15 days before the day of the first publication or the mailing (if
there is no publication) of a notice of redemption of Subordinated Securities of
such series and ending at the close of business on the day of such publication
or mailing or (b) any Subordinated Securities called or selected for redemption
in whole or in part, except, in the case of Subordinated Securities called for
redemption in part, the portion thereof not so called for redemption in whole or
in part or during a period beginning at the opening of business on any Record
Date for such series and ending at the close of business on the relevant
Interest Payment Date therefor.

         SECTION 2.09. Mutilated, Defaced, Destroyed, Lost and Stolen
Subordinated Securities. In case any temporary or definitive Subordinated
Security or any Coupon appertaining to any Subordinated Security shall be
mutilated, defaced, destroyed, lost or stolen, the Company in its discretion may
execute and, upon the written request of any officer of the Company, the Trustee
shall authenticate and delivery, a new Subordinated Security of the same series,
maturity date, interest rate and original issue date, bearing a number or other
distinguishing symbol not contemporaneously outstanding, in exchange and
substitution for the mutilated or defaced Subordinated Security, or in lieu of
and in substitution for the Subordinated Security so destroyed, lost or stolen
with Coupons corresponding to the Coupons appertaining to the Subordinated
Securities so mutilated, defaced, destroyed, lost or stolen, or in exchange or
substitution for the Subordinated Security to which such mutilated, defaced,
destroyed, lost or stolen Coupon appertained, with Coupons appertaining thereto
corresponding to the Coupons so mutilated, defaced, destroyed, lost or stolen.
In every case the applicant for a substitute Subordinated Security or Coupon
shall furnish to the Company and to the Trustee and any agent of the Company or
the Trustee such security or indemnity as may be required by them to indemnify
and defend and to save each of them harmless and, in every case of destruction,
loss or theft, evidence to their satisfaction of the destruction, loss or theft
of such Subordinated Security or Coupon and of the ownership thereof, and in the
case of mutilation or defacement shall surrender the Subordinated Security and
related Coupons to the Trustee or such agent.

         Upon the issuance of any substitute Subordinated Security or Coupon,
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) or its agent connected
therewith. In case any Subordinated Security or Coupon which has matured or is
about to mature or has been called for redemption in full shall become mutilated
or defaced or be destroyed, lost or stolen, the Company may instead of issuing a
substitute Subordinated Security, pay or authorize the payment of the same or
the relevant Coupon (without surrender thereof except in the case of a mutilated
or defaced Subordinated Security or Coupon), if the applicant for such payment
shall furnish to the Company and to the Trustee and any agent of the Company or
the Trustee such security or indemnity as any of them may require to save each
of them harmless, and, in every case of destruction, loss or theft, the

                                       18
<PAGE>

applicant shall also furnish to the Company and to the Trustee and any agent of
the Company or the Trustee evidence to their satisfaction of the destruction,
loss or theft of such Subordinated Security or Coupons and of the ownership
thereof.

         Every substitute Subordinated Security or Coupon of any series issued
pursuant to the provisions of this Section by virtue of the fact that any such
Subordinated Security or Coupon is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Subordinated Security or Coupon shall be at any time enforceable
by anyone and shall be entitled to all the benefits of (but shall be subject to
all the limitations of rights set forth in) this Subordinated Indenture equally
and proportionately with any and all other Subordinated Securities or Coupons of
such series duly authenticated and delivered hereunder. All Subordinated
Securities and Coupons shall be held and owned upon the express condition that,
to the extent permitted by law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, defaced or destroyed, lost
or stolen Subordinated Securities and Coupons and shall preclude any and all
other rights or remedies notwithstanding any law or statue existing or hereafter
enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.

         SECTION 2.10. Cancellation and Destruction of Surrendered Subordinated
Securities. All Subordinated Securities and Coupons surrendered for payment,
redemption, transfer, conversion or exchange, or for credit against any payment
in respect of a sinking or analogous fund, if any, shall, if surrendered to the
Company, the Trustee or any agent of the Company or of the Trustee, be delivered
to the Trustee, and the same, together with Subordinated Securities surrendered
to the Trustee for cancellation, shall be canceled by it and thereafter disposed
of by it as directed by the Company, and no Subordinated Securities or Coupons
shall be issued in lieu thereof except as expressly permitted by any of the
provisions of this Subordinated Indenture. The Trustee shall destroy canceled
Subordinated Securities and Coupons and deliver a certificate of destruction
thereof to the Company unless by an Officer's Certificate of the Company, the
Company shall direct that canceled Subordinated Securities be returned to it. If
the Company shall purchase or otherwise acquire any of the Subordinated
Securities and Coupons, however, such purchase or acquisition shall not operate
as a payment, redemption or satisfaction of the indebtedness represented by such
Subordinated Securities or Coupons unless and until the Company, at its option
shall deliver or surrender the same to the Trustee for cancellation.

         SECTION 2.11. Temporary Subordinated Securities. Pending the
preparation of definitive Subordinated Securities of any series, the Company may
execute and the Trustee shall authenticate and deliver temporary Subordinated
Securities of such series which are printed, lithographed, typewritten or
otherwise produced, in each case satisfactory to the Trustee. Temporary
Subordinated Securities of any series shall be issuable as Registered
Subordinated Securities without coupons, or as Unregistered Subordinated
Securities with or without coupons attached thereto of any authorized
denomination, and substantially in the form of the definitive Subordinated
Securities of such series but with such appropriate omissions, insertions,
substitutions and other variations as the officers executing such Subordinated
Securities may determine, as evidenced by their execution of such Subordinated
Securities. Every such temporary Subordinated Security shall be authenticated by
the Trustee upon the same conditions and in substantially the same manner, and
with the same effect, as the definitive Subordinated Securities. If temporary
Subordinated Securities are issued, the Company will cause definitive

                                       19
<PAGE>

Subordinated Securities to be prepared without unreasonable delay. After the
preparation of definitive Subordinated Securities, the temporary Subordinated
Securities of such series shall be exchangeable for definitive Subordinated
Securities upon surrender of the temporary Subordinated Securities without
charge to the Holder at the offices or agencies to be maintained by the Trustee
as provided in Section 4.03 with respect to the Subordinated Securities of such
series and in the case of Unregistered Subordinated Securities, at any agency
maintained by the Company for such purpose as specified pursuant to Section
2.03. Upon surrender for cancellation of any one or more temporary Subordinated
Securities the Company shall execute and the Trustee shall authenticate and
deliver in exchange for such temporary Subordinated Securities an equal
aggregate principal amount of definitive Subordinated Securities of such series
and in the case of Unregistered Subordinated Securities, having attached thereto
any appropriate Coupons. Until so exchanged, the temporary Subordinated
Securities of any series shall in all respects be entitled to the benefits of
this Subordinated Indenture and interest thereon, when and as payable, shall be
paid to the registered owners thereof. The provisions of this Section are
subject to any restrictions or limitations on the issue and delivery of
temporary Unregistered Subordinated Securities of any series that may be
established pursuant to Section 2.03 (including any provision that Unregistered
Subordinated Securities of such series initially be issued in the form of a
single global Unregistered Subordinated Security to be delivered to a depositary
or agency located outside the United States and the procedures pursuant to which
definitive or global Unregistered Subordinated Securities of such series would
be issued in exchange for such temporary global Unregistered Subordinated
Security).

         SECTION 2.12. Subordinated Securities in Global Form; Depositories. (a)
Each Registered Global Subordinated Security shall: (i) represent and be
denominated in an aggregate amount equal to the aggregate principal amount of
the Subordinated Securities of the series to be represented by such Registered
Global Subordinated Security, (ii) be registered in the name of either the
Depository for such Registered Global Subordinated Security or the nominee of
such Depository, (iii) be delivered by the Trustee to such Depository or
pursuant to such Depository's written instruction and (iv) bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Subordinated Securities in definitive form, this Registered
Global Subordinated Security may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
nominee to a successor Depository or a nominee of any successor Depository." The
notation of the record owner's interest in such Registered Global Subordinated
Security upon the original issuance thereof shall be deemed to be delivery in
connection with the original issuance of each beneficial owner's interest in
such Registered Global Subordinated Security. Without limiting the foregoing,
the Company and the Trustee shall have no responsibility, obligation or
liability with respect to: (x) the maintenance, review or accuracy of the
records of the Depository or of any of its participating organizations with
respect to any ownership interest in or payments with respect to such Registered
Global Subordinated Security, (y) any communication with or delivery of any
notice (including notices of redemption) with respect to the series of
Subordinated Securities represented by the Registered Global Subordinated
Security to any Person having any ownership interest in such Registered Global
Subordinated Security or to any of the Depository's participating organizations
or (z) any payment made on account of any beneficial ownership interest in such
Registered Global Subordinated Security.

                                       20
<PAGE>

         (b)      If any Subordinated Security of a series is issuable in the
form of a Registered Global Subordinated Security or Subordinated Securities,
each such Registered Global Subordinated Security may provide that it shall
represent the aggregate amount of Outstanding Subordinated Securities of such
series from time to time endorsed thereon and may also provide that the
aggregate amount of Outstanding Subordinated Securities of such series
represented thereby may from time to time be reduced to reflect exchanges. Any
endorsement of a Registered Global Subordinated Security to reflect the amount
of Outstanding Subordinated Securities of a series represented thereby shall be
made by the Trustee and in such manner as shall be specified on such Registered
Global Subordinated Security. Any instructions by the Company with respect to a
Registered Global Subordinated Security, after its initial issuance, shall be in
writing but need not comply with Section 13.03 of this Subordinated Indenture.

         (c)      Each Depository designated pursuant to the provisions of
Section 2.03 of this Subordinated Indenture for a Registered Global Subordinated
Security must, at the time of its designation and at all times while it serves
as a depositary, be a clearing agency registered under the Exchange Act, and any
other applicable statute or regulation. If at any time the Depository for the
Subordinated Securities of a series notifies the Company that it is unwilling or
unable to continue as Depository for the Subordinated Securities of such series
or if at any time the Depository for the Subordinated Securities of such series
shall no longer be eligible under this Section 2.12, the Company shall appoint a
successor Depository with respect to the Subordinated Securities of such series.
If a successor Depository for the Subordinated Securities of such series is not
appointed by the Company within 90 days after the Company receives such notice
or learns of such ineligibility, the Company shall execute and the Company shall
direct the Trustee to authenticate and deliver definitive Subordinated
Securities of such series in authorized denominations in exchange for the
Registered Global Subordinated Security or Subordinated Securities. Upon receipt
of such direction, the Trustee shall thereupon authenticate and deliver the
definitive Subordinated Securities of such series in the same aggregate
principal amount as the Registered Global Subordinated Security or Subordinated
Securities representing such series in exchange for such Registered Global
Subordinated Security or Subordinated Securities, in accordance with the
provisions of subsection (e) of this Section 2.12, without any further corporate
action by the Company.

         (d)      The Company may at any time and in its sole discretion
determine that the Registered Subordinated Securities of any series issued in
the form of one or more Registered Global Subordinated Securities shall no
longer be represented by such Registered Global Subordinated Security or
Subordinated Securities. In such event, the Company will execute and upon
receipt of a written order from the Company, the Trustee shall thereupon
authenticate and deliver Subordinated Securities of such series in definitive
form and in authorized denominations in an aggregate principal amount equal to
the principal amount of the Registered Global Subordinated Security or
Subordinated Securities representing such series in exchange for such Registered
Global Subordinated Security or Subordinated Securities, in accordance with the
provisions of subsection (e) of this Section 2.12 without any further corporate
action by the Company.

         (e)      Upon any exchange hereunder of the Registered Global
Subordinated Security or Subordinated Securities for Subordinated Securities in
definitive form, such Registered Global Subordinated Security or Subordinated
Securities shall be canceled by the Trustee. Registered

                                       21
<PAGE>

Subordinated Securities issued hereunder in exchange for the Registered Global
Subordinated Security or Subordinated Securities shall be registered in such
names and in such authorized denominations as the Depository for such Registered
Global Subordinated Security, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such definitive Subordinated Securities in exchange for the
Registered Global Subordinated Security or Subordinated Securities to the
persons in whose name such definitive Subordinated Securities have been
registered in accordance with the directions of the Depository.

         (f)      Any time the Registered Subordinated Securities of any series
are not in the form of Registered Global Subordinated Securities pursuant to the
preceding two paragraphs, the Company agrees to supply the Trustee with a
reasonable supply of certified Registered Subordinated Securities without the
legend required by this Section 2.12 and the Trustee agrees to hold such
Registered Subordinated Securities in safekeeping until authenticated and
delivered pursuant to the terms of this Subordinated Indenture.

         If established by the Company pursuant to Section 2.03 with respect to
any Registered Global Subordinated Security, the Depositary for such Registered
Global Subordinated Security may surrender such Registered Global Subordinated
Security in exchange in whole or in part for Subordinated Securities of the same
series and tenor in definitive registered form on such terms as are acceptable
to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

                  (i)      to the Person specified by such Depositary new
         Registered Subordinated Securities of the same series and tenor, of any
         authorized denominations as requested by such Person, in an aggregate
         principal amount equal to and in exchange for such Person's beneficial
         interest in the Registered Global Subordinated Security; and

                  (ii)     to such Depositary a new Registered Global
         Subordinated Security in a denomination equal to the difference, if
         any, between the principal amount of the surrendered Registered Global
         Subordinated Security and the aggregate principal amount of Registered
         Subordinated Securities authenticated and delivered pursuant to clause
         (i) above.

         Registered Subordinated Securities issued in exchange for a Registered
Global Subordinated Security pursuant to this Section 2.12 shall be registered
in such names and in such authorized denominations as the Depositary for such
Registered Global Subordinated Security, pursuant to instructions from its
direct or indirect participants or otherwise, shall instruct the Trustee or an
agent of the Company or the Trustee. The Trustee or such agent shall deliver
such Subordinated Securities to or as directed by the Persons in whose names
such Subordinated Securities are so registered.

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

                                       22
<PAGE>

         Notwithstanding anything herein or in the forms or terms of any
Subordinated Securities to the contrary, none of the Company, the Trustee or any
agent of the Company or the Trustee shall be required to exchange any
Unregistered Subordinated Security for a Registered Subordinated Security if
such exchange would result in adverse Federal income tax consequences to the
Company (such as, for example, the inability of the Company to deduct from its
income, as computed for Federal income tax purposes, the interest payable on the
Unregistered Subordinated Securities) under then applicable United States
Federal income tax laws. The Trustee and any such agent shall be entitled to
rely on an Officers' Certificate or an Opinion of Counsel in determining such
result.

         SECTION 2.13. CUSIP Numbers. The Company in issuing the Subordinated
Securities may use "CUSIP" and "CINS" numbers (if then generally in use), and
the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in
notices of redemption or exchange as a convenience to Holders and no
representation shall be made as to the correctness of such numbers either as
printed on the Subordinated Securities or as contained in any notice of
redemption or exchange.

         SECTION 2.14. Series May Include Tranches. A series of Subordinated
Securities may include one or more tranches (each a "tranche") of Subordinated
Securities, including Subordinated Securities issued in a Periodic Offering. The
Subordinated Securities of different tranches may have one or more different
terms, including authentication dates and public offering prices, but all the
Subordinated Securities within each such tranche shall have identical terms,
including authentication date and public offering price. Notwithstanding any
other provisions of this Subordinated Indenture, with respect to Sections 2.05
through 2.12, 3.01 through 3.06, 4.03, 6.01 through 6.12, 10.02 and 11.01
through 11.05, if any series of Subordinated Securities includes more than one
tranche, all provisions of such sections applicable to any series of
Subordinated Securities shall be deemed equally applicable to each tranche of
any series of Subordinated Securities in the same manner as though originally
designated a series unless otherwise provided with respect to such series or
tranche pursuant to Section 2.03. In particular, and without limiting the scope
of the next preceding sentence, any of the provisions of such sections which
provide for or permit action to be taken with respect to a series of
Subordinated Securities shall also be deemed to provide for and permit such
action to be taken instead only with respect to Subordinated Securities of one
or more tranches within that series (and such provisions shall be deemed
satisfied thereby), even if no comparable action is taken with respect to
Subordinated Securities in the remaining tranches of that series.

                                  ARTICLE THREE

             REDEMPTION OF SUBORDINATED SECURITIES AND SINKING FUNDS

         SECTION 3.01. Applicability of Article. The provisions of this Article
shall be applicable to the Subordinated Securities of any series which are
redeemable before their Stated Maturity or to any sinking fund for the
retirement of Subordinated Securities of a series except as otherwise specified
as contemplated by Section 2.03 for Subordinated Securities of such series.

         SECTION 3.02. Notice of Redemption; Partial Redemptions. Notice of
redemption to the Holders of Registered Subordinated Securities of any series to
be redeemed as a whole or in part at the option of the Company shall be given by
mailing notice of such redemption by first

                                       23
<PAGE>

class mail, postage prepaid, at least 30 days and not more than 60 days prior to
the date fixed for redemption to such Holders of Subordinated Securities of such
series at their last addresses as they shall appear upon the Register. Notice of
redemption to the Holders of Unregistered Subordinated Securities to be redeemed
as a whole or in part, who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act shall be given by
mailing notice of such redemption, by first class mail, postage prepaid, at
least 30 days and not more than 60 prior to the date fixed for redemption, to
such Holders at such addresses as were so furnished to the Trustee (and, in the
case of any such notice given by the Company, the Trustee shall make such
information available to the Company for such purpose). Notice of redemption to
all other Holders of Unregistered Subordinated Securities shall be published in
an Authorized Newspaper in the Borough of Manhattan, The City of New York and in
an Authorized Newspaper in London (and, if required by Section 4.09, in an
Authorized Newspaper in Luxembourg), in each case, once in each of three
successive calendar weeks, the first publication to be not less than 30 nor more
than 60 days prior to the date fixed for redemption. Any notice which is mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives the notice. Failure to give notice by
mail, or any defect in the notice to the Holder of any Subordinated Security of
a series designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of such Subordinated Security of
such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Subordinated Security of such series held by such
Holder to be redeemed, the date fixed for redemption, the redemption price, the
place or places of payment, that payment will be made upon presentation and
surrender of such Subordinated Securities and, in the case of Subordinated
Securities with Coupons attached thereto, of all Coupons appertaining thereto
maturing after the date fixed for redemption, that such redemption is pursuant
to the mandatory or optional sinking fund, or both, if such be the case, that
interest accrued to the date fixed for redemption will be paid as specified in
such notice and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue. In case any Subordinated Security
of a series is to be redeemed in part only the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state that
on and after the date fixed for redemption, upon surrender of such Subordinated
Security, a new Subordinated Security or Subordinated Securities of such series
in principal amount equal to the unredeemed portion thereof will be issued.

         The notice of redemption of Subordinated Securities of any series to be
redeemed at the option 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.

         On or before the redemption date specified in the notice of redemption
given as provided in this Section, the Company will deposit with the Trustee or
with one or more Paying Agents (or, if the Company is acting as its own Paying
Agent, set aside, segregate and holder in trust as provided in Section 4.05) an
amount of money sufficient to redeem on the redemption date all the Subordinated
Securities of such series so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption. The
Company will deliver to the Trustee at least 70 days prior to the date fixed for
redemption, or such shorter period as shall be acceptable to the Trustee, an
Officer's Certificate stating the aggregate principal amount of Subordinated
Securities to be redeemed. In case of a redemption at the election of the

                                       24
<PAGE>

Company prior to the expiration of any restriction on such redemption, the
Company shall deliver to the Trustee, prior to the giving of any notice of
redemption to Holders pursuant to this Section, an Officer's Certificate stating
that such restriction has been complied with.

         If less than all the Subordinated Securities of a series are to be
redeemed, the Trustee shall select, in such manner as it shall deem appropriate
and fair, in its sole discretion, Subordinated Securities of such series to be
redeemed in whole or in part. Subordinated Securities may be redeemed in part in
multiples equal to the minimum authorized denomination for Subordinated
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Company in writing of the Subordinated Securities of such series
selected for redemption and, in the case of any Subordinated Securities of such
series selected for partial redemption, the principal amount thereof to be
redeemed. For all purposes of this Subordinated Indenture, unless the context
otherwise requires, all provisions relating to the redemption of Subordinated
Securities of any series shall relate, in the case of any Subordinated Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Subordinated Security which has been or is to be redeemed.

         SECTION 3.03. Payment of Subordinated Securities Called for Redemption.
If notice of redemption has been given as above provided, the Subordinated
Securities or portions of Subordinated Securities specified in such notice shall
become due and payable on the date and at the place stated in such notice at the
applicable redemption price, together with interest accrued to the date fixed
for redemption, and on and after said date (unless the Company shall default in
the payment of such Subordinated Securities at the redemption price, together
with interest accrued to said date) interest on the Subordinated Securities or
portions of Subordinated Securities so called for redemption shall cease to
accrue, and the unmatured Coupons, if any, appertaining thereto shall be void,
and, except as provided in Sections 7.05 and 11.04, such Subordinated Securities
shall cease from and after the date fixed for redemption to be entitled to any
benefit or security under this Subordinated Indenture, and the Holders thereof
shall have no right in respect of such Subordinated Securities except the right
to receive the redemption price thereof and unpaid interest to the date fixed
for redemption. On presentation and surrender of such Subordinated Securities at
a place of payment specified in said notice, together with all Coupons, if any,
appertaining thereto maturing after the date fixed for redemption, said
Subordinated Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together with
interest accrued thereon to the date fixed for redemption; provided, that
payment of interest becoming due on or prior to the date fixed for redemption
shall be payable in the case of Subordinated Securities with Coupons attached
thereto, to the Holders of the Coupons for such interest upon surrender thereof,
and in the case of Registered Subordinated Securities, to the Holder of such
Registered Subordinated Securities registered as such on the relevant record
date, subject to the terms and provisions of Section 2.03 and 2.07 hereof.

         If any Subordinated Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Subordinated Security) borne by such Subordinated Security.

         If any Subordinated Security with Coupons attached thereto is
surrendered for redemption and is not accompanied by all appurtenant Coupons
maturing after the date fixed for

                                       25
<PAGE>

redemption, the surrender of such missing Coupon or Coupons may be waived by the
Company and the Trustee, if there be furnished to each of them such security or
indemnity as they may require to save each of them harmless.

         Upon presentation of any Subordinated Security redeemed in part only,
the Company shall execute and the Trustee shall authenticate and deliver to or
on the order of the Holder thereof, at the expense of the Company, a new
Subordinated Security or Subordinated Securities of such series, of authorized
denominations, in principal amount equal to the unredeemed portion of the
Subordinated Security so presented.

         SECTION 3.04. Exclusion of Certain Subordinated Securities From
Eligibility for Selection for Redemption. Subordinated Securities shall be
excluded from eligibility for selection for redemption if they are identified by
registration and certificate number in an Officer's Certificate delivered to the
Trustee at least 40 days prior to the last date on which notice of redemption
may be given as being owned of record and beneficially by, and not pledged or
hypothecated by, either (a) the Company or (b) an entity specifically identified
in such written statement as directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company.

         SECTION 3.05. Mandatory and Optional Sinking Funds. The minimum amount
of any sinking fund payment provided for by the terms of the Subordinated
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of the Subordinated Securities of any series herein referred to as an
"optional sinking fund payment." The date on which a sinking fund payment is to
be made is herein referred to as the "sinking fund payment date."

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Subordinated Securities in cash, the Company may
at its option (a) deliver to the Trustee Subordinated Securities of such series
theretofore purchased or otherwise acquired (except upon redemption pursuant to
the mandatory sinking fund) by the Company or receive credit for Subordinated
Securities of such series (not previously so credited) theretofore purchased or
otherwise acquired (except as aforesaid) by the Company and delivered to the
Trustee for cancellation pursuant to Section 2.10, (b) receive credit for
optional sinking fund payments (not previously so credited) made pursuant to
this Section, or (c) receive credit for Subordinated Securities of such series
(not previously so credited) redeemed by the Company through any optional
redemption provision contained in the terms of such series. Subordinated
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Subordinated Securities.

         On or before the 60th day next preceding each sinking fund payment date
for any series, the Company will deliver to the Trustee an Officer's Certificate
(which need not contain the statements required by Section 13.03) (a) specifying
the portion of the mandatory sinking fund payment to be satisfied by payment of
cash and the portion to be satisfied by credit of Subordinated Securities of
such series and the basis for such credit, (b) stating that none of the
Subordinated Securities of such series has theretofore been so credited, (c)
stating that no defaults in the payment of interest or Events of Default with
respect to such series have occurred (which have not been waived or cured) and
are continuing and (d) stating whether or not the Company intends to exercise
its right to make an optional sinking fund payment with respect to

                                       26
<PAGE>

such series and, if so, specifying the amount of such optional sinking fund
payment which the Company intends to pay on or before the next succeeding
sinking fund payment date. Any Subordinated Securities of such series to be
credited and required to be delivered to the Trustee in order for the Company to
be entitled to credit therefor as aforesaid which have not theretofore been
delivered to the Trustee shall be delivered for cancellation pursuant to Section
2.10 to the Trustee with such Officer's Certificate (or reasonably promptly
thereafter if acceptable to the Trustee). Such Officer's Certificate shall be
irrevocable and upon its receipt by the Trustee the Company shall become
unconditionally obligated to make all the cash payments or payments therein
referred to, if any, on or before the next succeeding sinking fund payment date.
Failure of the Company, on or before any such 60th day, to deliver such
Officer's Certificate and Subordinated Securities specified in this paragraph,
if any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Company (i) that the mandatory sinking
fund payment for such series due on the next succeeding sinking fund payment
date shall be paid entirely in cash without the option to deliver or credit
Subordinated Securities of such series in respect thereof and (ii) that the
Company will make no optional sinking fund payment with respect to such series
as provided in this Section.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or the equivalent thereof in any Foreign Currency or ECU) or a lesser
sum in United States Dollars (or the equivalent thereof in any Foreign Currency
or ECU) if the Company shall so request with respect to the Subordinated
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Subordinated
Securities of such series at the sinking fund redemption price together with
accrued interest to the date fixed for redemption. If such amount shall be
$50,000 (or the equivalent thereof in any Foreign Currency or ECU) or less and
the Company makes no such request then it shall be carried over until a sum in
excess of $50,000 (or the equivalent thereof in any Foreign Currency or ECU) is
available. The Trustee shall select, in the manner provided in Section 3.02, for
redemption on such sinking fund payment date a sufficient principal amount of
Subordinated Securities of such series to absorb said cash, as nearly as may be,
and shall (if requested in writing by the Company) inform the Company of the
serial numbers of the Subordinated Securities of such series (or portions
thereof) so selected. Subordinated Securities shall be excluded from eligibility
for redemption under this Section if they are identified by registration and
certificate number in an Officer's Certificate delivered to the Trustee at least
60 days prior to the sinking fund payment date as being owned of record and
beneficially by, and not pledged or hypothecated by, either (a) the Company or
(b) an entity specifically identified in such Officer's Certificate as directly
or indirectly controlling or controlled by or under direct or indirect common
control with the Company. The Trustee, in the name and at the expense of the
Company (or the Company, if it shall so request the Trustee in writing) shall
cause notice of redemption of the Subordinated Securities of such series to be
given in substantially the manner provided in Section 3.02 (and with the effect
provided in Section 3.03) for the redemption of Subordinated Securities of such
series in part at the option of the Company. The amount of any sinking fund
payments not so applied or allocated to the redemption of Subordinated
Securities of such series shall be added to the next cash sinking fund payment
for such series and, together with such payment, shall be applied in accordance
with the provisions of this Section. Any and all sinking fund moneys held on the
Stated Maturity date of the Subordinated Securities of any particular series (or
earlier, if

                                       27
<PAGE>

such maturity is accelerated), which are not held for the payment or redemption
of particular Subordinated Securities of such series shall be applied, together
with other moneys, if necessary, sufficient for the purpose, to the payment of
the principal of, and interest on, the Subordinated Securities of such series at
its Stated Maturity.

         On or before each sinking fund payment date, the Company shall pay to
the Trustee in cash or shall otherwise provide for the payment of all interest
accrued to the date fixed for redemption on Subordinated Securities to be
redeemed on the next following sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Subordinated
Securities of a series with sinking fund moneys or give any notice of redemption
of Subordinated Securities for such series by operation of the sinking fund
during the continuance of a default in payment of interest on such Subordinated
Securities or of any Event of Default except that, where the giving of notice of
redemption of any Subordinated Securities shall theretofore have been made, the
Trustee shall redeem or cause to be redeemed such Subordinated Securities,
provided that it shall have received from the Company a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance of
such default or Event of Default be deemed to have been collected under Article
5 and held for the payment of all such Subordinated Securities. In case such
Event of Default shall have been waived as provided in Section 6.09 or the
default cured on or before the sixtieth day preceding the sinking fund payment
date in any year, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such Subordinated Securities.

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 4.01. Payment of Principal of and Interest on Subordinated
Securities. The Company covenants that it will duly and punctually pay or cause
to be paid the principal of and any interest and premium on each of the
Subordinated Securities in accordance with the terms of the Subordinated
Securities and in the Coupons, if any, appertaining thereto and this
Subordinated Indenture. Except with respect to any Registered Global
Subordinated Securities, if the Subordinated Securities of any series bear
interest, each installment of interest on the Subordinated Securities of such
series may, at the option of the Company, be paid by mailing a check or checks
for such interest payable to the Person entitled thereto pursuant to Section
2.07 to the address of such Person as it appears on the Register of such series
on the applicable Record Date for such interest payment. The interest on
Securities with Coupons attached (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only upon
presentation and surrender of the several Coupons for such interest installments
as are evidenced thereby as they severally mature. If any temporary Unregistered
Security provides that interest thereon may be paid while such Security is in
temporary form, the interest on any such temporary Unregistered Security
(together with any additional amounts payable pursuant to the terms of such
Security) shall be paid, as to the installments of interest evidenced by Coupons
attached thereto, if any, only upon presentation and surrender thereof, and, as
to the other installments of interest, if any, only upon presentation of such
Securities for

                                       28
<PAGE>

notation thereon of the payment of such interest, in each case subject to any
restrictions that may be established pursuant to Section 2.03. The interest, if
any, on Registered Securities (together with any additional amounts payable
pursuant to the terms of such Securities) shall be payable only to or upon the
written order of the Holders thereof and, at the option of the Company, may be
paid by wire transfer or by mailing checks for such interest payable to or upon
the written order of such Holders at their last addresses as they appear on the
Register of the Company.

         SECTION 4.02. Corporate Existence of the Company; Consolidation,
Merger, Sale or Transfer. The Company covenants that so long as any of the
Subordinated Securities are Outstanding, it will maintain its existence, will
not dissolve, sell or otherwise dispose of all or substantially all of its
assets and will not consolidate with or merge into another entity or permit one
or more other entities to consolidate with or merge into it; provided that the
Company may, without violating the covenants in this Section 4.02 contained,
consolidate with or merge into another entity or permit one or more other
entities to consolidate with or merge into it, or sell or otherwise transfer to
another entity all or substantially all of its assets as an entirety and
thereafter dissolve, if the surviving, resulting or transferee entity, as the
case may be, (i) shall be organized and existing under the laws of one of the
States of the United States of America, (ii) assumes, if such entity is not the
Company, all of the obligations of the Company hereunder and (iii) is not, after
such transaction, otherwise in default under any provisions hereof.

         SECTION 4.03. Maintenance of Offices or Agencies for Transfer,
Registration, Exchange and Payment of Subordinated Securities. So long as any of
the Subordinated Securities shall remain Outstanding, the Company covenants that
it will cause the Trustee to maintain an office or agency in either The City of
New York, State of New York, or the City and County of Los Angeles, State of
California, where the Subordinated Securities may be presented for registration,
exchange and transfer as in this Subordinated Indenture provided, and where
notices and demands to or upon the Trustee in respect of the Subordinated
Securities or of this Subordinated Indenture may be served, and where the
Subordinated Securities may be presented for payment. In case the Trustee shall
fail to maintain any such office or agency, presentations and demands may be
made and notices may be served at the principal office of the Company.

         The Company will maintain one or more agencies in a city or cities
located outside the United States (including any city in which such an agency is
required to be maintained under the rules of any stock exchange on which the
Securities of any series are listed) where the Unregistered Securities, if any,
of each series and Coupons, if any, appertaining thereto may be presented for
payment. No payment on any Unregistered Security or Coupon will be made upon
presentation of such Unregistered Security or Coupon at an agency of the Company
within the United States nor will any payment be made by transfer to an account
in, or by mail to an address in, the United States unless, pursuant to
applicable United States laws and regulations then in effect, such payment can
be made without adverse tax consequences to the Company. Notwithstanding the
foregoing, if full payment in United States Dollars at each agency maintained by
the Company outside the United States for payment on such Unregistered
Securities or Coupons appertaining thereto is illegal or effectively precluded
by exchange controls or other similar restrictions, payments in United States
Dollars of Unregistered Securities of any series and coupons appertaining
thereto which are payable in United States Dollars may be made at an agency of
the Company maintained in the City of New York.

                                       29
<PAGE>

         The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where notices and demands to or upon the Company in
respect of the Subordinated Securities of any series, the Coupons appertaining
thereto or this Subordinated Indenture may be served.

         The Company will give to the Trustee written notice of the location of
each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any agency required by this Section to be located
in the Borough of Manhattan, The City of New York or the City and County of Los
Angeles, or shall fail to give such notice of the location or for any change in
the location of any of the above agencies, presentations and demands may be made
and notices may be served at the Principal Office of the Trustee.

         The Company may from time to time designate one or more additional
offices or agencies where the Subordinated Securities of a series and any
Coupons appertaining thereto may be presented for payment, where the
Subordinated Securities of that series may be presented for exchange as provided
in this Subordinated Indenture and pursuant to Section 2.04 and where the
Registered Subordinated Securities of that series may be presented for
registration of transfer as in this Subordinated Indenture provided, and the
Company may from time to time rescind any such designation, as the Company may
deem desirable or expedient; provided, that no such designation or rescission
shall in any manner relieve the Company of its obligations to maintain the
agencies provided for in this Section. The Company shall give to the Trustee
prompt written notice of any such designation or rescission thereof.

         SECTION 4.04. Appointment to Fill a Vacancy in the Office of Trustee.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, covenants that it will appoint, in the manner provided in Section 7.10,
a Trustee, so that there shall at all times be a Trustee with respect to the
Outstanding Subordinated Securities.

         SECTION 4.05. Duties of Paying Agent. (a) If the Company shall appoint
a Paying Agent other than the Trustee with respect to Subordinated Securities of
any series, it will cause such Paying Agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.05 and Section 11.04,

                  (1)      that it will hold all sums held by it as such agent
for the payment of the principal of or interest, if any, on the Subordinated
Securities of such series (whether such sums have been paid to it by the Company
or by any other obligor on the Subordinated Securities of such series) in trust
for the benefit of the Holders of the Subordinated Securities entitled to such
principal or interest and will notify the Trustee of the receipt of sums to be
so held,

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

                  (3)      that it will at any time during the continuance of
any Event of Default, upon the written request of the Trustee, deliver to the
Trustee all sums so held in trust by it.

                                       30
<PAGE>

         (b)      Whenever the Company shall have one or more Paying Agents with
respect to the Subordinated Securities of any series, it will, prior to each due
date of the principal of or any interest on the Subordinated Securities of such
series, deposit with a Paying Agent of such series a sum sufficient to pay the
principal or interest so becoming due, such sum to be held in trust for the
benefit of the Holders of Subordinated Securities entitled to such principal or
interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

         (c)      If the Company shall act as its own Paying Agent with respect
to the Subordinated Securities of any series, it will, on or before each due
date of the principal of or interest on the Subordinated Securities of such
series, set aside, segregate and hold in trust for the benefit of the Holders of
the Subordinated Securities of such series or the Coupons appertaining thereto a
sum sufficient to pay such principal or interest so becoming due. The Company
will promptly notify the Trustee of any failure to take such action.

         (d)      Anything in this Section 4.05 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Subordinated Indenture with respect to one or more or all
series of Subordinated Securities hereunder, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust for such series by it, or
any Paying Agent hereunder, as required by this Section 4.05, and such sums are
to be held by the Trustee upon the trust herein contained.

         SECTION 4.06. Notice of Default. The Company covenants that, as soon as
is practicable, the Company will furnish the Trustee notice of any event which
is an Event of Default or which with the giving of notice or the passage of time
or both would constitute an Event of Default which has occurred and is
continuing on the date of such notice, which notice shall set forth the nature
of such event and the action which the Company proposes to take with respect
thereto.

         SECTION 4.07. Maintenance of Properties. The Company will cause all
properties used in or useful in the conduct of its business to be maintained and
kept in good condition, repair, and working order and supplied with all
necessary equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary, so that the business carried on in connection
therewith may be properly and advantageously conducted at all time except to the
extent that the Company may be prevented from so doing by circumstances beyond
its control; provided, that nothing in this Section shall prevent the Company
from discontinuing the operation or maintenance of any of such properties, or
disposing of any of them, if such discontinuance or disposal is, in the judgment
of the Company desirable in the conduct of the business of the Company and not
disadvantageous in any material respect to the Subordinated Securityholders.

         SECTION 4.08. Payment of Taxes and Other Claims. The Company will pay
or discharge or cause to be paid or discharged, before the same shall become
delinquent: (a) all taxes, assessments and governmental charges levied or
imposed upon the Company or upon the income, profits or property of the Company;
and (b) all lawful claims for labor, materials, and supplies, which, if unpaid,
might by law become a lien upon the property of the Company; provided, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is

                                       31
<PAGE>

being contested in good faith by appropriate proceedings; and provided further
that the Company shall not be required to cause to be paid or discharged any
such tax, assessment, charge or claim if the Company shall determine that such
payment is not advantageous to the conduct of the business of the Company taken
as a whole and that the failure so to pay or discharge is not disadvantageous in
any material respect to the Subordinated Securityholders.

         SECTION 4.09. Luxembourg Publications. In the event of the publication
of any notice pursuant to Section 3.02, 6.10, 7.10(a), 7.11 and 10.02, the party
making such publication in the Borough of Manhattan, The City of New York and
London shall also, to the extent that notice is required to be given to Holders
of Subordinated Securities of any series by applicable Luxembourg law or stock
exchange regulation, as evidenced by an Officer's Certificate delivered to such
party, make a similar publication in Luxembourg.

                                  ARTICLE FIVE

                 SUBORDINATED SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         SECTION 5.01. Company to Furnish Trustee Information as to the Names
and Addresses of Subordinated Securityholders. The Company will furnish or cause
to be furnished to the Trustee, not less than 45 days nor more than 60 days
after each date (month and day) specified as an Interest Payment Date for the
Subordinated Securities of the first series issued under this Subordinated
Indenture (whether or not any Subordinated Securities of that series are then
Outstanding), but in no event less frequently than semiannually, and at such
other times as the Trustee may request in writing, within 30 days after receipt
by the Company of any such request, a list in such form as the Trustee may
reasonably require containing all the information in the possession or control
of the Company, or any of its Paying Agents other than the Trustee, as to the
names and addresses of the Holders of Subordinated Securities, obtained since
the date as of which the next previous list, if any, was furnished, excluding
from any such list the names and addresses received by the Trustee in its
capacity as registrar (if so acting). Any such list may be dated as of a date
not more than 15 days prior to the time such information is furnished and need
not include information received after such date.

         SECTION 5.02. Preservation of Information; Communication to
Subordinated Securityholders. (a) The Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders of
Subordinated Securities of each series (1) contained in the most recent list
furnished to it as provided in Section 5.01, (2) received by the Trustee in the
capacity of Paying Agent or registrar (if so acting) and (3) filed with the
Trustee within the two preceding years as provided for in Section 5.04(c). The
Trustee may destroy any list furnished to it as provided in Section 5.01 upon
receipt of a new list so furnished.

         (b)      If three or more Holders of Subordinated Securities
(hereinafter referred to as "applicants") apply in writing to the Trustee, and
furnish to the Trustee reasonable proof that each such applicant has owned a
Subordinated Security for a period of at least six months preceding the date of
such application, and such application states that the applicants desire to
communicate with other Holders of Subordinated Securities of any series or with
Holders of all Subordinated Securities with respect to their rights under this
Subordinated Indenture or under such Subordinated Securities, and is accompanied
by a copy of the form of proxy or other

                                       32

<PAGE>

communication which such applicants propose to transmit, then the Trustee shall,
within five Business Days after the receipt of such application, at its
election, either:

                  (1)      afford such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 5.02; or

                  (2)      inform such applicants as to the approximate number
of Holders of Subordinated Securities of such series or all Subordinated
Securities, as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 5.02, and as to the approximate
cost of mailing to such Subordinated Securityholders the form of proxy or other
communications, if any, specified in such application.

         If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each of the Holders of Subordinated Securities of such series, or all
Subordinated Securities, as the case may be, whose name and address appear in
the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 5.02, a copy of the form of proxy
or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender, the Trustee shall mail to such
applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the Holders of
Subordinated Securities of such series or all Subordinated Securities, as the
case may be, or would be in violation of applicable law. Such written statement
shall specify the basis of such opinion. If the Commission, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, the Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Subordinated Securityholders with
reasonable promptness after the entry of such order and the renewal of such
tender; otherwise the Trustee shall be relieved of any obligation or duty to
such applicants respecting their application.

         (c)      Each and every Holder of the Subordinated Securities, by
receiving and holding the same, agrees with the Company and the Trustee that
neither the Company nor the Trustee nor any Paying Agent nor any registrar shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Holders of Subordinated Securities in accordance
with the provisions of subsection (b) of this Section 5.02, regardless of the
source from which such information was derived, and that the Trustee shall not
be held accountable by reason of mailing any material pursuant to a request made
under said subsection (b).

         SECTION 5.03. Reports by Company. (a) The Company covenants and agrees
to file with the Trustee within 15 days after the Company is required to file
the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company
is

                                       33
<PAGE>

not required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
of the supplementary and periodic information, documents and reports which may
be required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

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

         (c)      The Company covenants and agrees to transmit to the Holders of
Subordinated Securities within 30 days after the filing thereof with the
Trustee, in the manner and to the extent provided in subsection (c) of Section
5.04 with respect to reports pursuant to subsection (a) of said Section 5.04,
such summaries of any information, documents and reports required to be filed by
the Company pursuant to subsections (a) and (b) of this Section 5.03 as may be
required by rules and regulations prescribed from time to time by the
Commission.

         (d)      The Company and any other obligor on the Subordinated
Securities each covenant and agree to furnish to the Trustee, not less than
annually, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants of this Subordinated
Indenture (which compliance shall be determined without regard to any period of
grace or requirement of notice as provided in this Subordinated Indenture). Such
certificates need not comply with Section 13.03 of this Subordinated Indenture.

         SECTION 5.04. Reports by Trustee. (a) On or before the first July 15th
following the date of execution of this Subordinated Indenture, and on or before
July 15 in every year thereafter, if and so long as any Subordinated Securities
are Outstanding hereunder, the Trustee shall transmit to the Subordinated
Securityholders as hereinafter in this Section 5.04 provided, a brief report
dated as of the preceding May 15 with respect to any of the following events
which may have occurred within the previous 12 months (but if no such event has
occurred within such period no report need be transmitted):

                  (1)      any change to its eligibility under Section 7.09, and
its qualifications under Section 7.08;

                  (2)      the creation of or any material change to a
relationship specified in paragraph (1) through (10) of Section 7.08(d);

                  (3)      the character and amount of any advances (and if the
Trustee elects so to state, the circumstances surrounding the making thereof)
made by the Trustee (as such) which remain unpaid on the date of such report,
and for the reimbursement of which it claims or may claim a lien or charge,
prior to that of the Subordinated Securities of any series, on any property or
funds held or collected by it as Trustee, except that the Trustee shall not be
required (but may elect) to state such advances if such advances so remaining
unpaid aggregate not more than one-

                                       34
<PAGE>

half of one percent of the principal amount of the Subordinated Securities of
such series Outstanding on the date of such report;

                  (4)      the amount, interest rate and maturity date of all
other indebtedness owing by the Company (or by any other obligor on the
Subordinated Securities) to the Trustee in its individual capacity, on the date
of such report, with a brief description of any property held as collateral
security therefor, except indebtedness based upon a creditor relationship
arising in any manner described in paragraph (2), (3), (4) or (6) of subsection
(b) of Section 7.13;

                  (5)      any change to the property and funds, if any,
physically in the possession of the Trustee (as such) on the date of such
report;

                  (6)      any additional issue of Subordinated Securities which
the Trustee has not previously reported; and

                  (7)      any action taken by the Trustee in the performance of
its duties under this Subordinated Indenture which it has not previously
reported and which in its opinion materially affects the Subordinated
Securities, except action in respect of a default, notice of which has been or
is to be withheld by it in accordance with the provisions of Section 6.10.

         (b)      The Trustee shall transmit to the Subordinated
Securityholders, as hereinafter provided, a brief report with respect to the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to the provisions of
subsection (a) of this Section 5.04 (or if no such report has yet been so
transmitted, since the date of execution of this Subordinated Indenture), for
the reimbursement of which it claims or may claim a lien or charge prior to that
of the Subordinated Securities of any series on property or funds held or
collected by it as Trustee, and which it has not previously reported pursuant to
this subsection, except that the Trustee shall not be required (but may elect)
to report such advances if such advances remaining unpaid at any time aggregate
ten percent or less of the principal amount of Subordinated Securities of such
series Outstanding at such time, such report to be transmitted within 90 days
after such time.

         (c)      Reports pursuant to this Section 5.04 shall be transmitted by
mail (i) to all Holders of Subordinated Securities of any series, as the names
and addresses of such Holders shall appear upon the Register of the Subordinated
Securities of such series, (ii) to such Holders of Subordinated Securities as
have, within the two years preceding such transmission, filed their names and
addresses with the Trustee for that purpose and (iii) except in the case of
reports pursuant to subsection (b) of this Section 5.04 to each Holder whose
name and address are preserved at the time by the Trustee as provided in Section
5.02(a) hereof.

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

                                       35
<PAGE>

                                   ARTICLE SIX

                    REMEDIES OF THE TRUSTEE AND SUBORDINATED
                       SECURITYHOLDERS ON EVENT OF DEFAULT

         SECTION 6.01. Events of Default; Acceleration, Waiver of Default and
Restoration of Position and Rights. The term "Event of Default" whenever used
herein with respect to any particular series of Subordinated Securities shall
mean any one of the following events:

         (a)      default in the payment of any installment of interest on any
Subordinated Security of such series as and when the same shall become due and
payable, and continuance of such default for a period of 30 days provided
however, that an extension of one or more Interest Payment Dates by the Company
in accordance with the provisions of any Supplemental Subordinated Indenture,
shall not constitute an Event of Default; or

         (b)      default in the payment of all or any part of the principal of
or any premium on any Subordinated Security of such series as and when the same
shall become due and payable whether at maturity, by proceedings for redemption,
by declaration or otherwise, provided however, that an extension of the Stated
Maturity for payment of principal of Subordinated Securities of such series in
accordance with the provisions of any Supplemental Subordinated Indenture, shall
not constitute an Event of Default; or

         (c)      default in the satisfaction of any sinking fund payment
obligation relating to such series of Subordinated Securities, when and as such
obligation shall become due and payable provided however, that an extension of
the Stated Maturity for payment of any sinking fund payment with respect to
Subordinated Securities of such series in accordance with the provisions of any
Supplemental Subordinated Indenture, shall not constitute an Event of Default;
or

         (d)      failure on the part of the Company to observe or perform in
any material respect any other of the covenants or agreements on its part in the
Subordinated Securities or in this Subordinated Indenture (including any
Supplemental Subordinated Indenture or pursuant to any Officer's Certificate, as
contemplated by Section 2.03) specifically contained for the benefit of the
Holders of the Subordinated Securities of such series, 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 not less than
25% in principal amount of the Subordinated Securities of such series and all
other series so benefited (all series voting as one class) at the time
Outstanding under this Subordinated Indenture a written notice specifying such
failure and stating that such is a "Notice of Default" hereunder; or

         (e)      the entry by a court having jurisdiction in the premises of a
decree or order for relief in respect of the Company in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, if such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

         (f)      the commencement by the Company of a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or the Company's consent

                                       36
<PAGE>

to the entry of an order for relief in any involuntary case under any such law,
or its consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar official) of
the Company or for any substantial part of its property, or the making by the
Company of any general assignment for the benefit of creditors, or its failure
generally to pay its debts as they become due or the taking by the Company of
any corporate action in furtherance of any of the foregoing; or

         (g)      any other Event of Default provided in the Officer's
Certificate or Supplemental Subordinated Indenture under which such series of
Subordinated is issued or in the form of Subordinated Security for such series.

         If an Event of Default described in clause (a), (b) or (c) shall have
occurred and be continuing with respect to any one or more series of Outstanding
Subordinated Securities, then and in each and every such case, unless the
principal amount of all the Subordinated Securities of each series as to which
there is an Event of Default shall have already become due and payable, either
the Trustee or the Holders of not less than 25% in principal amount of the
Subordinated Securities of such series then Outstanding hereunder (each such
series voting as a separate class) by notice in writing to the Company (and to
the Trustee if given by Subordinated Securityholders) may declare the principal
amount (or, if the Subordinated Securities of any such series are Original Issue
Discount Subordinated Securities, such portion of the principal amount as may be
specified in the terms of such series) of all the Subordinated Securities of
such series, together with any accrued interest, to be due and payable
immediately, and upon any such declaration the same shall be immediately due and
payable, anything in this Subordinated Indenture or in the Subordinated
Securities of such series contained to the contrary notwithstanding.

         Except as otherwise provided in the terms of any series of Subordinated
Securities pursuant to Section 2.03, if an Event of Default described in clause
(d) or (g) above with respect to all series of Subordinated Securities then
Outstanding, occurs and is continuing, then, and in each and every such case,
unless the principal of all of the Subordinated Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of all of the Subordinated Securities then
Outstanding hereunder (treated as one class) by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if the Subordinated Securities of any series are Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) of all of the Subordinated Securities then
Outstanding, and the interest accrued thereon, if any, to be due and payable
immediately, and upon such declaration, the same shall become immediately due
and payable. If an Event of Default described in clause (e) or (f) above occurs
and is continuing, then the principal amount of all of the Subordinated
Securities then Outstanding, and the interest accrued thereon, if any, shall
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

         If an Event of Default described in clause (d) or (g) occurs and is
continuing, which Event of Default is with respect to less than all series of
Subordinated Securities then Outstanding, then, and in each and every such case,
except for any series of Subordinated Securities the principal of which shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of the Subordinated

                                       37
<PAGE>

Securities of each such affected series then Outstanding hereunder (each such
series voting as a separate class) by notice in writing to the Company (and to
the Trustee if given by Securityholders), may declare the entire principal (or,
if the Securities of such series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of such series)
of all Securities of such series, and the interest accrued thereon, if any, to
be due and payable immediately, and upon any such declaration, the same shall
become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal amount (or, if the Subordinated Securities
are Original Issue Discount Subordinated Securities, such portion of the
principal as may be specified in the terms thereof of the Subordinated
Securities of any one or more series (or of all the Subordinated Securities, as
the case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Subordinated Securities of such series (or upon all the Subordinated
Securities, as the case may be) and the principal of any and all Subordinated
Securities of such series (or of any and all the Subordinated Securities, as the
case may be) which shall have become due otherwise than by declaration (with
interest on overdue installments of interest to the extent permitted by law and
on such principal at the rate or rates of interest borne by, or prescribed
therefor in the Subordinated Securities of such series to the date of such
payment or deposit) and interest upon such principal and, to the extent that
payment of such interest is enforceable under applicable law, on overdue
installments of interest, at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series (or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be) to the date of such payment
or deposit; and the amounts payable to the Trustee under Section 7.06 and any
and all defaults under the Subordinated Indenture with respect to Subordinated
Securities of such series (or all Subordinated Securities, as the case may be),
other than the non- payment of principal of and any accrued interest on
Subordinated Securities of such series (or any Subordinated Securities, as the
case may be) which shall have become due by declaration shall have been cured,
remedied or waived as provided in Section 6.09 -- then and in every such case
the Holders of a majority in principal amount of the Subordinated Securities of
such series (or of all the Subordinated Securities, as the case may be) then
Outstanding (such series or all series voting as one class if more than one
series are so entitled) by written notice to the Company and to the Trustee, may
rescind and annul such declaration and its consequences; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

         For all purposes under this Subordinated Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any,

                                       38
<PAGE>

thereon and all other amounts owing thereunder, shall constitute payment in full
of such Original Issue Discount Securities.

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

         SECTION 6.02. Covenant of Company to Pay to Trustee Whole Amount Due on
Subordinated Securities on Default in Payment of Interest or Principal. The
Company covenants that:

                  (a)      in case default shall be made in the payment of any
installment of interest on any of the Subordinated Securities of any series as
and when the same shall become due and payable and which payment has not been
extended in accordance with the provisions of a Supplemental Subordinated
Indenture, and such default shall have continued for a period of 30 days; or

                  (b)      in case default shall be made in the payment of all
or any part of the principal of any of the Subordinated Securities of any series
when the same shall have become due and payable and which payment has not been
extended in accordance with the provisions of a Supplemental Subordinated
Indenture, whether at the Stated Maturity of such series or by any call for
redemption or by declaration of acceleration or otherwise; or

                  (c)      in case default shall be made in the satisfaction of
any sinking fund obligation when and as such obligation becomes due and payable
and which payment has not been extended in accordance with the provisions of a
Supplemental Subordinated Indenture, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the Holders of the Subordinated
Securities of such series, the whole amount that then shall have become due and
payable on all such Subordinated Securities of such series and such Coupons, for
principal (and any premium) and interest and for any overdue sinking fund
payment together with interest upon the overdue principal and installments of
interest (to the extent permitted by law) at the rate or rates of interest borne
by or Yield to Maturity (in the case of Original Issue Discount Subordinated
Securities), or prescribed therefor in, the Subordinated Securities of such
series; and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expense of collection, including a reasonable compensation
to the Trustee, its agents and counsel, and any expenses or liabilities
incurred, and all advances made, by the Trustee hereunder other than through its
negligence or bad faith.

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

                                       39
<PAGE>

enforce any such judgment or final decree against the Company or any other
obligor upon such Subordinated Securities, and collect in the manner provided by
law out of the property of the Company or any other obligor upon such
Subordinated Securities wherever situated the moneys adjudged or decreed to be
payable.

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

         SECTION 6.03. Trustee May File Proofs of Claim. In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other similar judicial proceeding
relative to the Company or any other obligor upon the Subordinated Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Subordinated Securities of
any series shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company for the payment of overdue principal or interest) shall be
entitled and empowered, to the fullest extent permitted by law, by intervention
in such proceeding or otherwise:

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.06.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the
Subordinated 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.

                                       40
<PAGE>

         SECTION 6.04. Trustee May Enforce Claims Without Possession of
Subordinated Securities. All rights of action and claims under this Subordinated
Indenture or the Subordinated Securities of any series or Coupons appertaining
to such Subordinated Securities, may be prosecuted and enforced by the Trustee
to the fullest extent permitted by law without the possession of any of the
Subordinated Securities of any series or Coupons appertaining to such
Subordinated 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 Subordinated Securities or Coupons in
respect of which such judgment has been recovered.

         SECTION 6.05. Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to Section 6.02 shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the several Subordinated Securities or Coupons
appertaining to such Subordinated Securities in respect of which moneys have
been collected, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due to the Trustee under
Section 7.06;

                  SECOND: In case the principal of the Outstanding Subordinated
Securities in respect of which moneys have been collected shall not have become
due and be unpaid, to the payment of any interest on such Subordinated
Securities, in the order of the maturity of the installments of such interest,
with interest upon the overdue installments of interest (so far as permitted by
law and to the extent that such interest has been collected by the Trustee at
the rate or rates of interest borne by or Yield to Maturity (in the case of
Original Issue Discount Subordinated Securities) of such Subordinated Securities
or prescribed therefor therein) such payments to be made ratably to the Persons
entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Outstanding Subordinated
Securities in respect of which such moneys have been collected shall have become
due, by declaration or otherwise, to the payment of the whole amount then owing
and unpaid upon such Subordinated Securities for principal and interest, if any,
with interest on the overdue principal and any installments of interest (so far
as permitted by law and to the extent that such interest has been collected by
the Trustee) at the rate or rates of interest borne by or Yield to Maturity (in
the case of Original Issue Discount Subordinated Securities), or prescribed
therefor in, such Subordinated Securities; and in case such moneys shall be
insufficient to pay in full the whole amount so due and unpaid upon such
Subordinated Securities, then to the payment of such principal and interest or
Yield to Maturity, without preference or priority of principal over interest or
Yield to Maturity, or of interest or Yield to Maturity over principal, or of any
installment of interest over any other installment of interest, or of any
Subordinated Security over any other Subordinated Security, ratably to the
aggregate of such principal and accrued and unpaid interest or Yield to
Maturity; and

                                       41
<PAGE>

                  FOURTH: To the payment of the remainder, with appropriate
interest to the Company or its successors or assigns, or to whomsoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.

         SECTION 6.06. Limitation on Suits by Holders of Subordinated
Securities. No Holder of any Subordinated Security of any series or of any
Coupon appertaining thereto shall have any right by virtue or by availing of any
provision of this Subordinated Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Subordinated Indenture or for the appointment of a receiver or trustee, or for
any other remedy hereunder, unless such Holder previously shall have given to
the Trustee written notice of a continuing Event of Default, as hereinbefore
provided, and unless also the Holders of not less than 25% in principal amount
of the Subordinated Securities of such series then Outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby (including the reasonable fees of
counsel for the Trustee), and the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and no direction inconsistent with
such written request shall have been given to the Trustee pursuant to this
Section 6.06; it being understood and intended, and being expressly covenanted
by the taker and Holder of every Subordinated Security or Coupon with every
other taker and Holder and the Trustee, that no one or more Holders of
Subordinated Securities of any series or Coupons appertaining to such
Subordinated Securities shall have any right in any manner whatever by virtue or
by availing of any provision of this Subordinated Indenture to affect, disturb
or prejudice the rights of the Holders of any other of such Subordinated
Securities or Coupons appertaining to such Subordinated Securities, or to obtain
or seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Subordinated Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all Holders of
Subordinated Securities of the applicable series and Coupons appertaining to
such Subordinated Securities. For the protection and enforcement of the
provisions of this Section 6.06, each and every Holder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provisions in this Subordinated Indenture,
the right of any Holder of any Subordinated Security or Coupon to receive
payment of the principal of and interest on such Subordinated Security or Coupon
on or after the respective due dates expressed in such Subordinated Security
(or, in the case of redemption, on or after the date fixed for redemption), or
to institute suit for the enforcement of any such payment on or after such
respective dates shall not be impaired or affected without the consent of such
Holder.

         SECTION 6.07. Rights and Remedies Cumulative. All powers and remedies
given by this Article Six to the Trustee or to the Holders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other powers and remedies available to the Trustee or the Holders, by
judicial proceedings or otherwise, to enforce the performance or observance of
the covenants and agreements contained in this Subordinated Indenture, and no
delay or omission of the Trustee or of any Holder of any of the Subordinated
Securities or Coupons to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such

                                       42
<PAGE>

default or an acquiescence therein; and, subject to the provisions of Section
6.06, every power and remedy given by this Article Six or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Holders. 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 6.08. Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder of any Subordinated Securities or Coupons 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. Subject to the provisions of Section 6.06, every right and
remedy given by this Article Six or by law to the Trustee or to the Holders may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

         SECTION 6.09. Control by Holders; Waiver of Past Defaults. The Holders
of a majority in principal amount of the Subordinated Securities of all series
(voting as one class) at the time Outstanding (determined as provided in Section
8.04) shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee; provided, however, that, subject to Section
7.01 the Trustee shall have the right to decline to follow any such direction if
the Trustee in reliance upon an Opinion of Counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer or Officers of the Trustee, determine that the proceedings
so directed would be illegal or involve it in personal liability or be unduly
prejudicial to the rights of Holders not parties to such direction, and provided
further that nothing in this Subordinated Indenture shall impair the right of
the Trustee to take any action deemed proper by the Trustee and which is not
inconsistent with such direction by the Holders.

         The Company may set a special record date for purposes of determining
the identity of the Holders of Subordinated Securities entitled to vote or
consent to any action by vote or consent authorized or permitted by this Section
6.09. Such record date shall be the later of 15 days prior to the first
solicitation of such consent or the date of the most recent list of Holders
furnished to the Trustee pursuant to Section 5.01 of this Subordinated Indenture
prior to such solicitation.

         The Holders of not less than a majority in principal amount of the
Subordinated Securities of any series at the time Outstanding (determined as
provided in Section 8.04) may on behalf of the Holders of all the Subordinated
Securities of such series waive any past Event of Default with respect to such
series and its consequences (subject to Section 6.02), except a continuing Event
of Default specified in Section 6.01(a), (b) or (c), or in respect of a covenant
or provision of this Subordinated Indenture which under Article Ten cannot be
modified or amended without the consent of the Holder of each Subordinated
Security so affected. Upon any such waiver, the Company, the Trustee and the
Holders of the Subordinated Securities of such series shall be restored to their
former positions and rights hereunder, respectively, and such Event of Default
shall be deemed to have been cured and not continuing for every purpose of this
Subordinated Indenture; but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereon.

                                       43
<PAGE>

         SECTION 6.10. Trustee to Give Notice of Defaults Known to it, but May
Withhold in Certain Circumstances. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Subordinated Securities of any
series, give notice of all defaults with respect to that series known to the
Trustee (i) if any Unregistered Subordinated Securities of that series are then
Outstanding, to the Holders thereof, by publication at least once in an
Authorized Newspaper in the Borough of Manhattan, The City of New York and at
least once in an Authorized Newspaper in London (and, if required by Section
4.09, at least once in an Authorized Newspaper in Luxembourg) and (ii) to all
Holders of Subordinated Securities of such series in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, unless in each
case such defaults shall have been cured before the mailing or publication of
such notice (the term "default" for the purpose of this Section being hereby
defined to mean any event or condition which is, or with notice or lapse of time
or both would become, an Event of Default); provided, that, except in the case
of default in the payment of the principal of or interest on any of the
Subordinated Securities of such series, or in the payment of any sinking fund
installment on such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors or trustees and/or Responsible Officers of the
Trustee in good faith determines that the withholding of such notice is in the
interests of the Subordinated Securityholders of such series.

         SECTION 6.11. Requirement of an Undertaking to Pay Costs in Certain
Suits Under the Subordinated Indenture or Against the Trustee. All parties to
this Subordinated Indenture agree, and each Holder of any Subordinated Security
by such Holder's acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Subordinated Indenture, or in any suit against the
Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.11 shall not apply to any suit
instituted by the Trustee, to any suit instituted by any Holder of Subordinated
Securities of any series, or group of such Holders, holding in the aggregate
more than ten percent in principal amount of the Subordinated Securities of such
series Outstanding, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of or any interest or premium on any
Subordinated Security, on or after the due date expressed in such Subordinated
Security or for such interest (or in the case of any redemption, on or after the
dated fixed for redemption).

         SECTION 6.12. 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
hereinafter 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
they 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.

                                       44
<PAGE>

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

         SECTION 7.01. Certain Duties and Responsibilities of Trustee. The
Trustee, prior to the occurrence of an Event of Default and after the curing,
remedying or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Subordinated Indenture. In case an Event of Default has occurred
(which has not been cured, remedied or waived), the Trustee shall exercise such
of the rights and powers vested in it by this Subordinated Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his or her own
affairs.

         No provision of this Subordinated Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, provided, however,
that:

         (a)      prior to the occurrence of an Event of Default and after the
curing, remedying or waving of all Events of Default which may have occurred:

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

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

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

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of Subordinated Securities pursuant to Section 6.09
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Subordinated Indenture.

         None of the provisions contained in this Subordinated Indenture shall
require the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if there is

                                       45
<PAGE>

reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

         SECTION 7.02. Certain Rights of Trustee. Except as otherwise provided
in Section 7.01:

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

         (b)      Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officer's Certificate
(unless other evidence in respect thereof shall be herein specifically
prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a Board Resolution;

         (c)      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 accordance with such written advice or Opinion of
Counsel;

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

         (e)      The Trustee shall not be liable for any action taken or
omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Subordinated Indenture;

         (f)      The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other paper or document, unless requested in writing so to do
by the Holders of Subordinated Securities pursuant to Section 6.09; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Subordinated
Indenture, the Trustee may require reasonable indemnity against such costs,
expenses or liabilities as a condition to such proceeding; and provided further,
that nothing in this subsection (f) shall require the Trustee to give the
Subordinated Securityholders any notice other than that required by Section
6.10. The reasonable expense of every such examination shall be paid by the
Company or, if paid by the Trustee, shall be reimbursed by the Company upon
demand;

         (g)      The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be

                                       46
<PAGE>

responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder; and

         (h)      The Trustee shall be under no responsibility for the approval
by it in good faith of any expert for any of the purposes expressed in this
Subordinated Indenture.

         SECTION 7.03. Trustee Not Responsible for Recitals or Application of
Proceeds. The recitals contained herein and in the Subordinated Securities
(other than the certificate of authentication on the Subordinated Securities)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Subordinated Indenture
or of the Subordinated Securities. The Trustee shall not be accountable for the
use or application by the Company of any of the Subordinated Securities or of
the proceeds thereof.

         SECTION 7.04. Trustee May Own Subordinated Securities or Coupons. The
Trustee, any Paying Agent, registrar or any agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Subordinated Securities or Coupons with the same rights it would have
if it were not Trustee, Paying Agent, registrar or such other agent.

         SECTION 7.05. Moneys Received by Trustee to be Held in Trust. Moneys
held by the Trustee in trust need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest
on any money received by it hereunder except as otherwise agreed with the
Company.

         SECTION 7.06. Trustee Entitled to Compensation, Reimbursement and
Indemnity. The Company agrees to pay to the Trustee from time to time reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of any express trust), and the Company will pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in connection with
the acceptance or administration of its trust under this Subordinated Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or bad faith. The
Company also agrees to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on the part of the Trustee and arising out of or in connection with the
acceptance or administration of this trust, including the reasonable costs and
expenses of defending itself against any claim of liability in the premises. The
obligations of the Company under this Section to compensate the Trustee, to pay
or reimburse the Trustee for expenses, disbursements and advances and to
indemnify and hold harmless the Trustee shall constitute additional indebtedness
hereunder and shall survive the satisfaction and discharge of this Subordinated
Indenture. Such additional indebtedness shall be secured by a lien prior to that
of the Subordinated Securities upon all property and funds held or collected by
the Trustee as such, except funds held in trust for the payment of principal of
or interest or redemption premium on particular Subordinated Securities.

         SECTION 7.07. Right of Trustee to Rely on Officer's Certificate Where
No Other Evidence Specifically Prescribed. Except as otherwise provided in
Section 7.01, whenever in the administration of the provisions of this
Subordinated Indenture the Trustee shall deem it

                                       47
<PAGE>

necessary or desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officer's Certificate of the Company delivered to
the Trustee, and such Officer's Certificate, in the absence of negligence or bad
faith on the part of the Trustee, shall be full warrant to the Trustee for any
action taken, suffered or omitted by it under the provisions of this
Subordinated Indenture upon the faith thereof.

         SECTION 7.08. Disqualification; Conflicting Interest. (a) If the
Trustee has or shall acquire any conflicting interest, as defined in this
Section 7.08, it shall, within 90 days after ascertaining that it has such
conflicting interest, and if the Event of Default to which such conflicting
interest relates has not been cured or duly waived or otherwise eliminated
before the end of such 90-day period, the Trustee shall either eliminate such
conflicting interest or, except as otherwise provided in this Section 7.08,
resign in the manner and with the effect specified in Section 7.10, such
resignation to become effective upon the appointment of a successor trustee and
such successor's acceptance of such appointment, and the Company shall take
prompt steps to appoint a successor in accordance with Section 7.10.

         (b)      In the event that the Trustee shall fail to comply with the
provisions of subsection (a) of this Section 7.08, the Trustee shall, within ten
days after the expiration of such 90-day period, transmit notice of such failure
to the Subordinated Securityholders in the manner and to the extent provided in
subsection (c) of Section 5.04 with respect to reports pursuant to subsection
(a) of said Section 5.04.

         (c)      Subject to the provisions of Section 6.11 of this Subordinated
Indenture, unless the Trustee's duty to resign is stayed as provided in
subsection (f) of this Section 7.08, any Holder who has been a bona fide Holder
of Subordinated Securities for at least six months may, on such Holder's behalf
and on behalf of all other Holders similarly situated, petition any court of
competent jurisdiction for the removal of such Trustee and the appointment of a
successor, if such Trustee fails after written request thereof by such Holder to
comply with the provisions of subsection (a) of this Section 7.08.

         (d)      For the purposes of this Section 7.08 the Trustee shall be
deemed to have a conflicting interest with respect to the Subordinated
Securities of any series if an Event of Default (exclusive of any period of
grace or requirement of notice) has occurred with respect to Subordinated
Securities of such series and:

                  (1)      the Trustee is trustee under another indenture under
which any other securities, or certificates of interest or participation in any
other securities, of the Company or any other obligor on the Subordinated
Securities are outstanding or is trustee for more than one outstanding series of
securities, as hereinafter defined, under a single indenture of the Company or
any other obligor on the Subordinated Securities, unless such other indenture is
a collateral trust indenture under which the only collateral consists of
Subordinated Securities issued under this Subordinated Indenture, provided that
there shall be excluded from the operation of this paragraph, this Subordinated
Indenture with respect to the Subordinated Securities of any other series
Outstanding, and any other indenture or indentures under which other securities,
or certificates of interest or participation in other securities, of the Company
or any other obligor on the Subordinated Securities are outstanding, if (A) this
Subordinated Indenture is and such other

                                       48
<PAGE>

indenture or indentures (and all series of securities issued thereunder) are
wholly unsecured and rank equally, and such other indenture or indentures (and
such series) are hereafter qualified under the Trust Indenture Act, unless the
Commission shall have found and declared by order pursuant to subsection (b) of
Section 305 or subsection (c) of Section 307 of the Trust Indenture Act, that
differences exist between the provisions of this Subordinated Indenture with
respect to Subordinated Securities of such series and one or more other series,
or the provisions of this Subordinated Indenture and the provisions of such
other indenture or indentures (or such series), which are so likely to involve a
material conflict of interest as to make it necessary in the public interest or
for the protection of investors to disqualify the Trustee from acting as such
under this Subordinated Indenture with respect to Subordinated Securities of
such series and such other series, or under this Subordinated Indenture and such
other indenture or indentures, or (B) the Company shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that the trusteeship under this Subordinated Indenture with
respect to Subordinated Securities of such series and such other series, or
under this Subordinated Indenture and such other indenture, is not so likely to
involve a material conflict of interest as to make it necessary in the public
interest or for the protection of investors to disqualify the Trustee from
acting as such under this Subordinated Indenture with respect to Subordinated
Securities of such series and such other series, or under this Subordinated
Indenture and one of such indentures;

                  (2)      the Trustee or any of its directors or executive
officers is an underwriter for the Company or any other obligor on the
Subordinated Securities;

                  (3)      the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or indirect common
control with an underwriter for the Company or any other obligor on the
Subordinated Securities;

                  (4)      the Trustee or any of its directors or executive
officers is a director, officer, partner, employee, appointee or representative
of the Company or any other obligor on the Subordinated Securities, or of an
underwriter (other than the Trustee itself) for the Company or any other obligor
on the Subordinated Securities who is currently engaged in the business of
underwriting, except that (A) one individual may be a director and/or an
executive officer of the Trustee and a director and/or an executive officer of
the Company or any other obligor on the Subordinated Securities, but may not be
at the same time an executive officer of both the Trustee and the Company or any
other obligor on the Subordinated Securities; (B) if and so long as the number
of directors of the Trustee in office is more than nine, one additional
individual may be a director and/or an executive officer of the Trustee and a
director of the Company or any other obligor on the Subordinated Securities; and
(C) the Trustee may be designated by the Company or any other obligor on the
Subordinated Securities or by an underwriter for the Company or any other
obligor on the Subordinated Securities to act in the capacity of transfer agent,
registrar, custodian, paying agent, fiscal agent, escrow agent or depositary, or
in any other similar capacity, or, subject to the provisions of paragraph (1) of
this subsection (d), to act as trustee whether under an indenture or otherwise;

                  (5)      ten percent or more of the voting securities of the
Trustee is beneficially owned either by the Company or any other obligor on the
Subordinated Securities or by any director, partner or executive officer
thereof, or 20% or more of such voting securities is beneficially owned,
collectively, by any two or more of such Persons; or ten percent or more of

                                       49
<PAGE>

the voting securities of the Trustee is beneficially owned either by an
underwriter for the Company or any other obligor on the Subordinated Securities
or by any director, partner or executive officer thereof or is beneficially
owned, collectively, by any two or more such Persons;

                  (6)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, (A) five percent or more of the voting securities, or ten percent or
more of any other class of security, of the Company or any other obligor on the
Subordinated Securities, not including the Subordinated Securities issued under
this Subordinated Indenture and securities issued under any other indenture
under which the Trustee is also trustee, or (B) ten percent or more of any class
of security of an underwriter for the Company or any other obligor on the
Subordinated Securities;

                  (7)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, five percent or more of the voting securities of any Person who, to the
knowledge of the Trustee, owns ten percent or more of the voting securities of,
or controls directly or indirectly or is under direct or indirect common control
with the Company or any other obligor on the Subordinated Securities;

                  (8)      the Trustee is the beneficial owner of, or holds as
collateral security for an obligation which is in default, as hereinafter
defined, ten percent or more of any class of security of any Person who, to the
knowledge of the Trustee, owns 50% or more of the voting securities of the
Company or any other obligor on the Subordinated Securities;

                  (9)      the Trustee owns on the date of the occurrence of
such Event of Default (exclusive of any period of grace or requirement of
notice) or any anniversary thereof while such Event of Default remains
outstanding, in the capacity of executor, administrator, testamentary or inter
vivos trustee, guardian, committee or conservator, or in any other similar
capacity an aggregate of 25% or more of the voting securities or of any class of
security, of any Person, the beneficial ownership of a specified percentage of
which would have constituted a conflicting interest under paragraph (6), (7) or
(8) of this subsection (d). As to any such securities of which the Trustee
acquired ownership through becoming executor, administrator or testamentary
trustee of an estate which included them, the provisions of the preceding
sentence shall not apply, for a period of two years from the date of such
acquisition, to the extent that such securities included in such estate do not
exceed 25% of such voting securities or 25% of any such class of security.
Promptly after the date of the occurrence of any such Event of Default and
annually in each succeeding year that the Subordinated Securities or any series
thereof remain in default, the Trustee shall make a check of its holdings of
such securities in any of the above-mentioned capacities as of such date. If the
Company or any other obligor on the Subordinated Securities fails to make
payment in full of principal of or interest on any of the Subordinated
Securities when and as the same become due and payable and such failure
continues for 30 days thereafter, the Trustee shall make a prompt check of its
holdings of such securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such date,
notwithstanding the foregoing provisions of this paragraph (9), all such
securities so held by the Trustee, with sole or joint control over such
securities vested in it, shall, but only so long as such failure shall continue,
be considered as though beneficially owned by the Trustee for the purposes of
paragraphs (6), (7) and (8) of this subsection (d); or

                                       50
<PAGE>

                  (10)     except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of Section 7.13(b), the Trustee shall be or
become a creditor of the Company or any other obligor on the Subordinated
Securities.

         The specifications of percentages in paragraphs (5) to (9), inclusive,
of this subsection (d) shall not be construed as indicating that the ownership
of such percentages of the securities of a Person is or is not necessary or
sufficient to constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (d).

         For the purposes of paragraphs (6), (7), (8) and (9) of this subsection
(d) only, (A) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a Person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness; (B) an obligation shall be deemed to be in default
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (C) the Trustee shall not be deemed to be the
owner or Holder of (i) any security which it holds as collateral security (as
trustee or otherwise) for an obligation which is not in default as defined in
clause (B) above, or (ii) any security which it holds as collateral security
under this Subordinated Indenture, irrespective of any default hereunder, or
(iii) any security which it holds as agent for collection, or as custodian,
escrow agent or depositary, or in any similar representative capacity.

         (e)      For the purposes of this Section 7.08:

                  (1)      The term "underwriter" when used with reference to
the Company or any other obligor on the Subordinated Securities shall mean every
Person who, within one year prior to the time as of which the determination is
made, has purchased from the Company or any other obligor on the Subordinated
Securities with a view to, or has offered or sold for the Company or any other
obligor on the Subordinated Securities in connection with, the distribution of
any security of the Company or any other obligor on the Subordinated Securities
outstanding at such time, or has participated or has had a direct or indirect
participation in any such undertaking, or has participated or has had a
participation in the direct or indirect underwriting of any such undertaking,
but such term shall not include a Person whose interest was limited to a
commission from an underwriter or dealer not in excess of the usual and
customary distributors' or sellers' commission.

                  (2)      The term "director" shall mean any director of a
Company or any individual performing similar functions with respect to any
organization whether incorporated or unincorporated.

                  (3)      The term "trust" shall include only a trust where the
interest or interests of the beneficiary or beneficiaries are evidenced by a
security.

                  (4)      The term "voting security" shall mean any security
presently entitling the owner or Holder thereof to vote in the direction or
management of the affairs of a Person, or any security issued under or pursuant
to any trust, agreement or arrangement whereby a trustee or trustees or agent or
agents for the owner or Holder of such security are presently entitled to vote
in the direction or management of the affairs of a Person.

                                       51
<PAGE>

                  (5)      The term "executive officer" shall mean the
president, every vice-president, every trust officer, the cashier, the secretary
and the treasurer of a Company, and any individual customarily performing
similar functions with respect to any organization whether incorporated or
unincorporated, but shall not include the chairman of the board of directors.

                  (6)      Except for purposes of paragraphs (6), (7), (8) and
(9) of subsection (d) of this Section 7.08, the term "security" or "securities"
shall mean any note, stock, treasury stock, bond, debenture, evidence of
indebtedness, certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization certificate or
subscription, transferable share, investment contract, voting-trust certificate,
certificate of deposit for a security, fractional undivided interest in oil, gas
or other mineral rights, or, in general, any interest or instrument commonly
known as a "security" or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or warrant or
right to subscribe to or purchase, any of the foregoing.

                  (7)      For the purpose of subsection (d)(1) of this Section
7.08, the term "series of securities" or "series" means a series, class or group
of securities issuable under an indenture pursuant to whose terms Holders of one
such series may vote to direct the indenture trustee, or otherwise take action
pursuant to a vote of such holders, separately from holders of another such
series; provided, that "series of securities" or "series" shall not include any
series of securities issuable under an indenture if all such series rank equally
and are wholly unsecured.

         The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

                  (A)      A specified percentage of the voting securities of
the Trustee, the Company or any other Person referred to in this Section 7.08
(each of whom is referred to as a "Person" in this paragraph) means such amount
of the outstanding voting securities of such Person as entitles the Holder or
Holders thereof to cast such specified percentage of the aggregate votes which
the Holders of all the outstanding voting securities of such Person are entitled
to cast in the direction or management of the affairs of such Person.

                  (B)      A specified percentage of a class of securities of a
Person means such percentage of the aggregate amount of securities of the class
outstanding.

                  (C)      The term "amount", when used in regard to securities,
means the principal amount if relating to evidences of indebtedness, the number
of shares if relating to capital shares, and the number of units if relating to
any other kind of security.

                  (D)      The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities shall not be deemed
outstanding within the meaning of this definition:

                           (i)      Subordinated Securities of an issuer held in
a sinking fund relating to securities of the issuer of the same class;

                                       52
<PAGE>

                           (ii)     Subordinated Securities of an issuer held in
a sinking fund relating to another class of securities of the issuer, if the
obligation evidenced by such other class of securities is not in default as to
principal or interest or otherwise;

                           (iii)    Subordinated Securities pledged by the
issuer thereof as security for an obligation of the issuer not in default as to
principal or interest or otherwise; and

                           (iv)     Subordinated Securities held in escrow if
placed in escrow by the issuer thereof;

provided, however, that any voting securities of an issuer shall be deemed
outstanding if any Person other than the issuer is entitled to exercise the
voting rights thereof.

                  (E)      A security shall be deemed to be of the same class as
another security if both securities confer upon the Holder or Holders thereof
substantially the same rights and privileges, provided, however, that, in the
case of secured evidences of indebtedness, all of which are issued under a
single indenture, differences in the interest rates or maturity dates of various
series thereof shall not be deemed sufficient to constitute such series
different classes, and provided further that, in the case of unsecured evidences
of indebtedness, differences in the interest rate or maturity dates thereof
shall not be deemed sufficient to constitute them securities of different
classes, whether or not they are issued under a single indenture.

         (f)      Except in the case of a default in the payment of the
principal of or interest on any Subordinated Securities, or in the payment of
any sinking or purchase fund installment, the Trustee shall not be required to
resign as provided by this Section 7.08 if the Trustee shall have sustained the
burden of proving, on application to the Commission and after opportunity for
hearing thereon, that (i) the default under this Subordinated Indenture may be
cured or waived during a reasonable period and under the procedures described in
such application, and (ii) a stay of the Trustee's duty to resign will not be
inconsistent with the interests of Holders of such series of Subordinated
Securities. The filing of such an application shall automatically stay the
performance of the duty to resign until the Commission orders otherwise. Any
resignation of the Trustee shall become effective only upon the appointment of a
successor trustee and such successor's acceptance of such appointment.

         SECTION 7.09. Requirements for Eligibility of Trustee. There shall
always be at least one Trustee hereunder. The Trustee hereunder shall at all
times be a Company organized and doing business as a commercial bank under the
laws of the United States of America or any state thereof or of the District of
Columbia or a Company or other Person permitted to act as a trustee by the
Commission and, in each case, authorized under such laws to exercise corporate
trust powers, having (or, in the case of a subsidiary of a bank holding company,
its bank holding company parent shall have) a combined capital and surplus of at
least $50,000,000, and subject to supervision or examination by Federal, State
or District of Columbia authority. If such Company or bank holding company
parent publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purposes of this Section, the combined capital and surplus of such Company
or bank holding company parent shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. No
obligor on the Subordinated Securities or Person directly or indirectly
controlling, controlled by or under common control with such

                                       53
<PAGE>

obligor shall serve as Trustee. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in this
Article Seven.

         SECTION 7.10.  Resignation and Removal of Trustee; Appointment of
Successor. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to one or more or all series of Subordinated
Securities by giving written notice of resignation to the Company and (i) if any
Unregistered Subordinated Securities of a series affected are then Outstanding,
by giving notice of such resignation to the Holders thereof, by publication at
least once in an Authorized Newspaper in the Borough of Manhattan, The City of
New York, and at least once in an Authorized Newspaper in London (and, if
required by Section 4.09, at least once in an Authorized Newspaper in
Luxembourg), (ii) if any Unregistered Subordinated Securities of a series
affected are then Outstanding, by mailing notice of such resignation to the
Holders thereof who have filed their names and addresses with the Trustee
pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as
were so furnished to the Trustee and (iii) by mailing notice of such resignation
to the Holders of then Outstanding Registered Securities of each series affected
at their addresses as they shall appear on the registry books. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees with respect to the applicable series by written instrument
in duplicate, executed by authority of the Board of Directors, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor trustee or trustees. If no successor trustee shall have been so
appointed with respect to any series and have accepted appointment within 30
days after the mailing of such notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee, or any Subordinated Securityholder who has been a bona fide Holder of a
Subordinated Security or Subordinated Securities of the applicable series for at
least six months may, subject to the provisions of Section 5.12, on behalf of
himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

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

                  (1)      the Trustee shall fail to comply with the provisions
of subsection (a) of Section 7.08 after written request therefor by the Company
or by any Subordinated Securityholder who has been a bona fide Holder of a
Subordinated Security or Subordinated Securities of the applicable series for at
least six months; or

                  (2)      the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.09 and shall fail to resign after written
request therefor by the Company or by any such Subordinated Securityholder; or

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

                  (4)      the Company shall determine that the Trustee has
failed to perform its obligations under this Subordinated Indenture in any
material respect, then, in any such case, the

                                       54
<PAGE>

Company may remove the Trustee and appoint a successor trustee by written
instrument executed by an authorized officer of the Company, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.11, any
Subordinated Securityholder who has been a bona fide Holder of a Subordinated
Security or Subordinated Securities of the affected series for at least six
months may, on such Person's behalf and on behalf of all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee with respect to such series.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

         (c)      The Holders of a majority in principal amount of the
Subordinated Securities Outstanding (determined as provided in Section 8.04) may
at any time remove the Trustee and appoint a successor trustee by written
instrument or instruments signed by such Holders or their attorneys-in-fact duly
authorized, or by the affidavits of the permanent chairman and secretary of a
meeting of the Subordinated Securityholders evidencing the vote upon a
resolution or resolutions submitted thereto with respect to such removal and
appointment (as provided in Article Nine), and by delivery thereof to the
Trustee so removed, to the successor trustee and to the Company.

         (d)      Any resignation or removal of the Trustee and any appointment
of a successor trustee pursuant to any of the provisions of this Section 7.10
shall become effective upon acceptance of appointment by the successor trustee
as provided in Section 7.11.

         SECTION 7.11. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 7.10 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to such series of
its predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 7.06, execute and deliver an
instrument transferring to such successor trustee all the rights and powers with
respect to the trustee so ceasing to act. Upon written request of any such
successor trustee, the Company shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 7.06.

         No successor trustee shall accept appointment as provided in this
Section 7.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 7.11, the Company shall give notice thereof (a) if any Unregistered
Subordinated Securities of a series affected are then Outstanding, to the
Holders thereof, by publication of such notice at least once in an Authorized
Newspaper in the Borough of Manhattan, The City of New York and at least once in
an Authorized Newspaper in London (and, if required by Section 3.09, at least
once in an

                                       55
<PAGE>

Authorized Newspaper in Luxembourg), (b) if any Unregistered Subordinated
Securities of a series affected are then Outstanding, to the Holders thereof who
have filed their names and addresses with the Trustee pursuant to Section
313(c)(2) of the Trust Indenture Act, by mailing such notice to such Holders at
such addresses as were so furnished to the Trustee (and the Trustee shall make
such information available to the Company for such purpose) and (c) to the
Holders of Registered Subordinated Securities of each series affected, by
mailing such notice to such Holders at their addresses as they shall appear on
the registry books. If the acceptance of appointment is substantially
contemporaneous with the resignation, then the notice called for by the
preceding sentence may be combined with the notice called for by Section 7.10.
If the Company fails to give such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall cause such
notice to be given at the expense of the Company.

         SECTION 7.12. Successor to Trustee by Merger, Consolidation or
Succession to Business. Any Company into which the Trustee may be merged or
converted or with which it may be consolidated, or any Company resulting from
any merger, conversion or consolidation to which the Trustee shall be a party,
or any Company succeeding to all or substantially all of the corporate trust
business of the Trustee (including the administration of the trust created by
this Indenture), shall be the successor of the Trustee hereunder, provided such
Company shall be qualified under the provisions of Section 7.08 and eligible
under the provisions of Section 7.09, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

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

         SECTION 7.13. Preferential Collection of Claims Against Company. (a)
Subject to the provisions of subsection (b) of this Section 7.13, if the Trustee
shall be or shall become a creditor, directly or indirectly, secured or
unsecured, of the Company or any other obligor on the Subordinated Securities
within three months prior to a default, as defined in subsection (c) of this
Section 7.13, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Subordinated Securities for which it is acting as Trustee, and the holders of
other indenture securities (as defined in subsection (c) of this Section 7.13):

                  (1)      an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in respect of principal or
interest, effected after the beginning of such three months' period, and valid
as against the Company or such other obligor on the

                                       56
<PAGE>

Subordinated Securities and its other creditors, except any such reduction
resulting from the receipt or disposition of any property described in paragraph
(2) of this subsection, or from the exercise of any right of set-off which the
Trustee could have exercised if a petition in bankruptcy had been filed by or
against the Company or such other obligor on the Subordinated Securities upon
the date of such default; and

                  (2)      all property received by the Trustee in respect of
any claims as such creditor, either as security therefor, or in satisfaction or
composition thereof, or otherwise, after the beginning of such three months'
period, or an amount equal to the proceeds of any such property if disposed of,
subject, however, to the rights, if any, of the Company or such other obligor on
the Subordinated Securities and their respective other creditors in such
property or such proceeds.

         Nothing herein contained, however, shall affect the right of the
Trustee:

                  (A)      to retain for its own account (i) payments made on
account of any such claim by any Person (other than the Company or such other
obligor on the Subordinated Securities) who is liable thereon, and (ii) the
proceeds of the bona fide sale of any such claim by the Trustee to a third
Person, and (iii) distributions made in cash, securities or other property in
respect of claims filed against the Company or such other obligor on the
Subordinated Securities in bankruptcy or receivership or in proceedings for
reorganization pursuant to Title 11 of the United States Code or applicable
State laws;

                  (B)      to realize, for its own account, upon any property
held by it as security for any such claim, if such property was so held prior to
the beginning of such three months' period;

                  (C)      to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property held by it as
security for any such claim, if such claim was created after the beginning of
such three months' period and such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee shall sustain the
burden of proving that at the time such property was so received, the Trustee
had no reasonable cause to believe that a default, as defined in subsection (c)
of this Section 7.13, would occur within three months; or

                  (D)      to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property held as security for
such claim as provided in such paragraph (B) or (C), as the case may be, to the
extent of the fair value of such property.

         For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such three months' period for property held as security
at the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any preexisting claim of the Trustee as such creditor, such claim shall have the
same status as such preexisting claim.

         If the Trustee shall be required to account, the funds and property
held in such special account and the proceeds thereof shall be apportioned among
the Trustee, the Holders of Subordinated Securities for which it is acting as
Trustee, and the holders of other indenture

                                       57
<PAGE>

securities in such manner that the Trustee, such Subordinated Securityholders
and the holders of other indenture securities realize, as a result of payments
from such special account and payments of dividends on claims filed against the
Company or such other obligor on the Subordinated Securities in bankruptcy or
receivership or in proceedings for reorganization pursuant to Title 11 of the
United States Code or applicable State law, the same percentage of their
respective claims, figured before crediting to the claim of the Trustee anything
on account of the receipt by it from the Company or such other obligor on the
Subordinated Securities of the funds and property in such special account and
before crediting to the respective claims of the Trustee, such Subordinated
Securityholders, and the holders of other indenture securities dividends on
claims filed against the Company or such other obligor on the Subordinated
Securities in bankruptcy or receivership or in proceedings for reorganization
pursuant to Title 11 of the United States Code or applicable State law, but
after crediting thereon receipts on account of the indebtedness represented by
their respective claims from all sources other than from such dividends and from
the funds and property so held in such special account. As used in this
paragraph, with respect to any claim, the term "dividends" shall include any
distribution with respect to such claim in bankruptcy or receivership or in
proceedings for reorganization pursuant to Title 11 of the United States Code or
applicable State law, whether such distribution is made in cash, securities or
other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy,
receivership or proceeding for reorganization is pending shall have jurisdiction
(i) to apportion among the Trustee, such Subordinated Securityholders, and the
holders of other indenture securities, in accordance with the provisions of this
paragraph, the funds and property held in such special account and the proceeds
thereof, or (ii) in lieu of such apportionment in whole or in part, to give to
the provisions of this paragraph due consideration in determining the fairness
of the distributions to be made to the Trustee, such Subordinated
Securityholders and the holders of other indenture securities with respect to
their respective claims, in which event it shall not be necessary to liquidate
or to appraise the value of any securities or other property held in such
special account or as security for any such claim, or to make a specific
allocation of such distributions as between the secured and unsecured portions
of such claim, or otherwise to apply the provisions of this paragraph as a
mathematical formula.

         Any Trustee who has resigned or been removed after the beginning of
such three months' period shall be subject to the provisions of this subsection
(a) as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and only if the
following conditions exist:

                  (i)      the receipt of property or reduction of claim which
would have given rise to the obligation to account, if such Trustee had
continued, as trustee, occurred after the beginning of such three months'
period; and

                  (ii)     such receipt of property or reduction of claim
occurred within three months after such resignation or removal.

         In every case commenced under the Bankruptcy Act of 1898, or any
amendment thereto enacted prior to November 6, 1978, all references to periods
of three months shall be deemed to be references to periods of four months.

                                       58
<PAGE>

         (b)      There shall be excluded from the operation of subsection (a)
of this Section 7.13 a creditor relationship arising from:

                  (1)      the ownership or acquisition of securities issued
under any indenture, or any security or securities having a maturity of one year
or more at the time of acquisition by the Trustee;

                  (2)      advances authorized by a receivership or bankruptcy
court of competent jurisdiction, or by this Subordinated Indenture, for the
purpose of preserving any property which shall at any time be subject to the
lien of this Subordinated Indenture or of discharging tax liens or other prior
liens or encumbrances thereon, if notice of such advance and of the
circumstances surrounding the making thereof is given to the Subordinated
Securityholders at the time and in the manner provided in Section 5.04(c) with
respect to reports pursuant to subsections (a) and (b) thereof, respectively;

                  (3)      disbursements made in the ordinary course of business
in the capacity of trustee under an indenture, transfer agent, registrar,
custodian, paying agent, fiscal agent or depositary, or other similar capacity;

                  (4)      an indebtedness created as a result of services
rendered or premises rented, or an indebtedness created as a result of goods or
securities sold in a cash transaction as defined in subsection (c) of this
Section 7.13;

                  (5)      the ownership of stock or of other securities of a
Company organized under the provisions of Section 25(a) of the Federal Reserve
Act, as amended, which is directly or indirectly a creditor of the Company or
any other obligor on the Subordinated Securities; and

                  (6)      the acquisition, ownership, acceptance or negotiation
of any drafts, bills of exchange, acceptances or obligations which fall within
the classification of self-liquidating paper as defined in subsection (c) of
this Section 7.13.

         (c)      As used in this Section 7.13 the following terms shall be
accorded the following definitions:

                  (1)      the term "default" shall mean any failure to make
payment in full of the principal of or interest on any of the Subordinated
Securities or on the other indenture securities when and as such principal or
interest becomes due and payable.

                  (2)      the term "other indenture securities" shall mean
securities upon which the Company or any other obligor on the Subordinated
Securities is an "obligor" (as defined in the Trust Indenture Act) outstanding
under any other indenture (A) under which the Trustee is also trustee, (B) which
contains provisions substantially similar to the provisions of subsection (a) of
this Section 7.13, and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special account.

                  (3)      the term "cash transaction" shall mean any
transaction in which full payment for goods or

                                       59
<PAGE>

securities sold is made within seven days after delivery of the goods or
securities in currency or in checks or other orders drawn upon banks or bankers
and payable upon demand.

                  (4)      the term "self-liquidating paper" shall mean any
draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company or any other obligor on the Subordinated
Securities for the purpose of financing the purchase, processing, manufacture,
shipment, storage or sale of goods, wares or merchandise and which is secured by
documents evidencing title to, possession of, or a lien upon, the goods, wares
or merchandise or the receivables or proceeds arising from the sale of the
goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the
creditor relationship with the Company or any other obligor on the Subordinated
Securities arising from the making, drawing, negotiating or incurring of the
draft, bill of exchange, acceptance or obligation.

         SECTION 7.14. Appointment of Authenticating Agent. As long as any
Subordinated Securities of a series remain Outstanding, the Trustee may, by an
instrument in writing, appoint with the approval of the Company an
authenticating agent (the "Authenticating Agent") which shall be authorized to
act on behalf of the Trustee to authenticate Subordinated Securities, including
Subordinated Securities issued upon exchange, registration of transfer, partial
redemption or pursuant to Section 2.09. Subordinated Securities of each such
series authenticated by such Authenticating Agent shall be entitled to the
benefits of this Subordinated Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee. Whenever reference is made in
this Subordinated Indenture to the authentication and delivery of Subordinated
Securities of any series by the Trustee or to the Trustee's Certificate of
Authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent for such series and
a Certificate of Authentication executed on behalf of the Trustee by such
Authenticating Agent. Such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States of
America or of any State, authorized under such laws to exercise corporate trust
powers, having (or in the case of a subsidiary of a bank holding company, its
bank holding company parent shall have) a combined capital and surplus of at
least $45,000,000 (determined as provided in Section 7.09 with respect to the
Trustee) and subject to supervision or examination by Federal or State
authority.

         Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
(including the agency contemplated by this Indenture) shall be a party, or any
corporation succeeding to the corporate agency business of any Authenticating
Agent, shall continue to be the authenticating Agent with respect to all series
of Subordinated Securities for which it served as Authenticating Agent without
the execution or filing of any paper or any further act on the part of the
Trustee or such Authenticating Agent. Any Authenticating Agent may at any time,
and if it shall cease to be eligible shall, resign by giving written notice of
resignation to the Trustee and to the Company.

         Upon receiving such a notice of resignation or upon such a termination,
or in case in any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 7.14 with respect to one or more
series of Subordinated Securities, the Trustee shall upon receipt of a Company
Order appoint a successor Authenticating Agent and the Company shall

                                       60
<PAGE>

provide notice of such appointment to all Holders of Subordinated Securities of
such series in the manner and to the extent provided in Section 13.02. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as Authenticating
Agent. The Company agrees to pay to the Authenticating Agent for such series
from time to time reasonable compensation. The Authenticating Agent for the
Subordinated Securities of any series shall have no responsibility or liability
for any action taken by it as such at the direction of the Trustee.

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

         This is one of the Subordinated Securities described in the
within-mentioned Subordinated Indenture.

                                U.S. Bank National Association, as Trustee

                                By _____________________________________________
                                                         As Authenticating Agent

                                By _____________________________________________
                                                            Authorized Signatory

         Sections 7.02, 7.03, 7.04, 7.06 and 8.03 shall be applicable to any
Authenticating Agent.

                                       61
<PAGE>

                                  ARTICLE EIGHT

                   CONCERNING THE SUBORDINATED SECURITYHOLDERS

         SECTION 8.01. Evidence of Action by Subordinated Securityholders.
Whenever in this Subordinated Indenture it is provided that the Holders of a
specified percentage in principal amount of the Subordinated Securities of any
or all series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the Holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Subordinated
Securityholders in Person or by agent or proxy appointed in writing, or (b) by
the record of such Holders of Subordinated Securities voting in favor thereof at
any meeting of such Subordinated Securityholders duly called and held in
accordance with the provisions of Article Nine, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Subordinated Securityholders.

         SECTION 8.02. Proof of Execution of Instruments and of Holding of
Subordinated Securities. Subject to the provisions of Sections 7.01, 7.02 and
9.05, proof of the execution of any instrument by a Subordinated Securityholder
or such Holder's agent or proxy and proof of the holding by any Person of any of
the Subordinated Securities shall be sufficient if made in the following manner:

         (a)      The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee;

         (b)      The ownership of Subordinated Securities of any series
(including Registered Global Subordinated Securities) shall be proved by the
Register of such Subordinated Securities of such series, or by certificates of
the Subordinated Security registrar or registrars thereof.

         The Trustee shall not be bound to recognize any Person as a
Subordinated Securityholder unless and until such Person's title to the
Subordinated Securities held by it is proved in the manner in this Article Eight
provided.

         The record of any Subordinated Securityholders' meeting shall be proved
in the manner provided in Section 9.06.

         The Trustee may accept such other proof or require such additional
proof of any matter referred to in this Section 8.02 as it shall deem
reasonable.

         SECTION 8.03. Who May be Deemed Owners of Subordinated Securities.
Prior to due presentment for transfer of any Subordinated Security, the Company,
the Trustee and any agent of the Company or the Trustee may deem and treat the
Person in whose name such Subordinated Security shall be registered upon the
Register of Subordinated Securities of the series of which such Subordinated
Security is a part as the absolute owner of such Subordinated Security (whether
or not such Subordinated Security shall be overdue and notwithstanding any
notation of ownership or other writing thereon) for the purpose of receiving
payment of or on account of the principal of and interest, subject to the
provisions of this Subordinated Indenture, on such

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Subordinated Security and for all other purposes; and neither the Company nor
the Trustee nor any agent of the Company or the Trustee shall be affected by any
notice to the contrary. All such payments so made to any such Holder for the
time being, or upon such Holder's order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the liability of
moneys payable upon any such Subordinated Security. The Company, the Trustee and
any agent of the Company or the Trustee may treat the Holder of any Unregistered
Subordinated Security and the Holder of any Coupon as the absolute owner of such
Unregistered Subordinated Security or Coupon (whether or not such Unregistered
Subordinated Security or Coupon shall be overdue) for the purpose of receiving
payment thereof or on account thereof and for all other purposes and neither the
Company, the Trustee, nor any agent of the Company or the Trustee shall be
affected by any notice to the contrary. All such payments so made to any such
person, or upon his order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for moneys payable
upon any such Unregistered Subordinated Security or Coupon.

         If the Subordinated Securities of any series are issued in the form of
one or more Registered Global Subordinated Securities, the Depository therefor
may grant proxies to Persons having a beneficial ownership in such Registered
Global Subordinated Security or Subordinated Securities for purposes of voting
or otherwise responding to any request for consent, waiver or other action which
the Holder of such Registered Subordinated Security is entitled to grant or take
under this Subordinated Indenture and the Trustee shall accept such proxies for
the purposes granted; provided that neither the Trustee nor the Company shall
have any obligation with respect to the grant of or solicitation by the
Depository of such proxies.

         SECTION 8.04. Subordinated Securities Owned by the Company or
Controlled or Controlling Persons Disregarded for Certain Purposes. In
determining whether the Holders of the requisite principal amount of
Subordinated Securities have concurred in any demand, direction, request,
notice, vote, consent, waiver or other action under this Subordinated Indenture,
Subordinated Securities which are owned by the Company or any other obligor on
the Subordinated Securities or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor on the Subordinated Securities shall be disregarded and deemed
not to be Outstanding for the purpose of any such determination, provided that
for the purposes of determining whether the Trustee shall be protected in
relying on any such demand, direction, request, notice, vote, consent, waiver or
other action, only Subordinated Securities which a Responsible Officer of the
Trustee assigned to its Principal Office knows are so owned shall be so
disregarded. Subordinated Securities so owned which have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section 8.04, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right to vote such Subordinated Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor.

         Upon request of the Trustee, the Company shall furnish to the Trustee
promptly an Officer's Certificate listing and identifying all Subordinated
Securities, if any, known by the Company to be owned or held by or for the
account of the Company or any other obligor on the Subordinated Securities or by
any Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company or any other obligor on the

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Subordinated Securities; and, subject to the provisions of Section 7.01, the
Trustee shall be entitled to accept such Officer's Certificate as conclusive
evidence of the facts therein set forth and of the fact that all Subordinated
Securities not listed therein are Outstanding for the purpose of any such
determination.

         SECTION 8.05. Instruments Executed by Subordinated Securityholders Bind
Future Holders. At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the Holders
of the percentage in principal amount of the Subordinated Securities specified
in this Subordinated Indenture in connection with such action, any Holder of a
Subordinated Security which is shown by the evidence to be included in the
Subordinated Securities the Holders of which have consented to such action may,
by filing written notice with the Trustee at its principal office and upon proof
of holding as provided in Section 8.02, revoke such action so far as concerns
such Subordinated Security. Except as aforesaid any such action taken by the
Holder of any Subordinated Security and any direction, demand, request, notice,
waiver, consent, vote or other action of the Holder of any Subordinated Security
which by any provisions of this Subordinated Indenture is required or permitted
to be given shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Subordinated Security, and of any Subordinated
Security issued in lieu thereof, irrespective of whether any notation in regard
thereto is made upon such Subordinated Security. Any action taken by the Holders
of the percentage in principal amount of the Subordinated Securities of any or
all series specified in this Subordinated Indenture in connection with such
action shall be conclusively binding upon the Company, the Trustee and the
Holders of all of the Subordinated Securities of such series subject, however,
to the provisions of Section 7.01.

                                  ARTICLE NINE

                     SUBORDINATED SECURITYHOLDERS' MEETINGS

         SECTION 9.01. Purposes for Which Meetings May be Called. A meeting of
Holders of Subordinated Securities of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article for any of
the following purposes:

                  (a)      to give any notice to the Company or to the Trustee,
or to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized
to be taken by Holders of Subordinated Securities of any or all series, as the
case may be, pursuant to any of the provisions of Article Six;

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

                  (c)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 10.02; or

                  (d)      to take any other action authorized to be taken by or
on behalf of the Holders of any specified principal amount of the Subordinated
Securities of any or all series, as the case may be, under any other provision
of this Subordinated Indenture or under applicable law.

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<PAGE>

         SECTION 9.02. Manner of Calling Meetings. The Trustee may at any time
call a meeting of Subordinated Securityholders to take any action specified in
Section 9.01, to be held at such time and at such place in The City of New York,
New York, as the Trustee shall determine. Notice of every meeting of
Subordinated Securityholders, setting forth the time and place of such meeting
and in general terms the action proposed to be taken at such meeting, shall be
mailed not less than 20 nor more than 60 days prior to the date fixed for the
meeting.

         SECTION 9.03. Call of Meeting by the Company or Subordinated
Securityholders. In case at any time the Company pursuant to a resolution of its
Board of Directors, or the Holders of not less than ten percent in principal
amount of the Subordinated Securities of any or all series, as the case may be,
then Outstanding, shall have requested the Trustee to call a meeting of Holders
of Subordinated Securities of any or all series, as the case may be, to take any
action authorized in Section 9.01 by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed notice of such meeting within 20 days after receipt of such request,
then the Company or such Holders of Subordinated Securities in the amount above
specified may determine the time and place in either the City and County of Los
Angeles, California or The City of New York, New York for such meeting and may
call such meeting to take any action authorized in Section 9.01, by mailing (and
publishing, if required) notice thereof as provided in Section 9.02.

         SECTION 9.04. Who May Attend and Vote at Meetings. To be entitled to
vote at any meeting of Subordinated Securityholders a Person shall (a) be a
Holder of one or more Subordinated Securities with respect to which the meeting
is being held; or (b) be a Person appointed by an instrument in writing as proxy
by such Holder of one or more Subordinated Securities. The only Persons who
shall be entitled to be present or to speak at any meeting of Subordinated
Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

         SECTION 9.05. Regulations May be Made by Trustee; Conduct of the
Meeting; Voting Rights - Adjournment. Notwithstanding any other provisions of
this Subordinated Indenture, the Trustee may make such reasonable regulations as
it may deem advisable for any meeting of Subordinated Securityholders, in regard
to proof of the holding of Subordinated Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit. Except as otherwise permitted or required by any such
regulations, the holding of Subordinated Securities shall be proved in the
manner specified in Section 8.02. and the appointment of any proxy shall be
proved in the manner specified in said Section 8.02; provided, however, that
such regulations may provide that written instruments appointing proxies regular
on their face, may be presumed valid and genuine without the proof hereinabove
or in said Section 8.02 specified.

         The Trustee shall by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Subordinated Securityholders as provided in Section 9.03, in which
case the Company or the Subordinated Securityholders calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A permanent
chairman and a permanent secretary of the meeting shall be elected by majority
vote of the meeting.

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<PAGE>

         Subject to the provisions of Section 8.04, at any meeting each
Subordinated Securityholder or proxy shall be entitled to one vote for each
$1,000 (or [Euro] 1,000) principal amount (in the case of Original Issue
Discount Subordinated Securities, such principal amount shall be equal to such
portion of the principal amount as may be specified in the terms of such series)
of Subordinated Securities held or represented by such Holder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Subordinated Security challenged as not Outstanding and ruled by the chairman of
the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Subordinated Securities held by such
Person or instruments in writing as aforesaid duly designating such Person as
the Person to vote on behalf of other Subordinated Securityholders. Any meeting
of Subordinated Securityholders duly called pursuant to the provisions of
Section 9.02 or 9.03 may be adjourned from time to time, and the meeting may be
held so adjourned without further notice.

         At any meeting of Subordinated Securityholders, the presence of Persons
holding or representing Subordinated Securities in principal amount sufficient
to take action on the business for the transaction of which such meeting was
called shall constitute a quorum, but, if less than a quorum is present, the
Persons holding or representing a majority in principal amount of the
Subordinated Securities represented at the meeting may adjourn such meeting with
the same effect for all intents and purposes, as though a quorum had been
present.

         SECTION 9.06. Manner of Voting at Meetings and Record to be Kept. The
vote upon any resolution submitted to any meeting of Subordinated
Securityholders shall be by written ballots on which shall be subscribed the
signatures of the Holders of Subordinated Securities or of their representatives
by proxy and the principal amount or principal amounts of the Subordinated
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Subordinated Securityholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 9.02. The record shall show the principal amount or principal amounts of
the Subordinated Securities voting in favor of or against any resolution. The
record shall be signed and verified by the affidavits of the permanent chairman
and secretary of the meeting and one copy thereof shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee.

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

         SECTION 9.07. Exercise of Rights of Trustee and Subordinated
Securityholders Not to be Hindered or Delayed. Nothing in this Article Nine
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Subordinated Securityholders or any rights expressly or
impliedly conferred hereunder to make such call, any hindrances or delay in the
exercise of any right or rights conferred upon or reserved to the Trustee or to
the

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<PAGE>

Subordinated Securityholders under any of the provisions of this Subordinated
Indenture or of the Subordinated Securities.

                                   ARTICLE TEN

                      SUPPLEMENTAL SUBORDINATED INDENTURES

         SECTION 10.01. Purposes for Which Supplemental Subordinated Indentures
May be Entered into Without Consent of Subordinated Securityholders. Without the
consent of the Holders of any Subordinated Securities, the Company and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall comply with the provisions of the
Trust Indenture Act as then in effect) for one or more of the following
purposes:

         (a)      to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Subordinated Securities of one or more series any property
or assets;

         (b)      if deemed appropriate by the Company or required by law, to
evidence the succession of another Company to the Company or successive
successions and the assumption by the successor Company of the covenants,
agreements and obligations of the Company pursuant to Article Four hereof;

         (c)      to add to the covenants of the Company such further covenants,
restrictions or conditions as its Board of Directors and the Trustee shall
consider to be for the protection of the Holders of all or any series of
Subordinated Securities or Coupons (and if such covenants, restrictions or
conditions are to be for the benefit of less than all series of Subordinated
Securities, stating that such covenants, restrictions or conditions are
expressly being included solely for the benefit of such series), and to make the
occurrence, or the occurrence and continuance, of a default in any such
additional covenants, restrictions or conditions an Event of Default permitting
the enforcement of all or any of the several remedies provided in this
Subordinated Indenture as herein set forth; provided, however, that in respect
to any such additional covenant, restriction or condition such Supplemental
Subordinated Indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

         (d)      to add or change any of the provisions of this Subordinated
Indenture to such extent as shall be necessary to facilitate the issuance of
Subordinated Securities in (i) global form or (ii) bearer form, registerable or
not registerable as to principal or principal and interest, and with or without
coupons;

         (e)      to change or eliminate any of the provisions of this
Subordinated Indenture; provided, however, that any such change or elimination
shall become effective only when there is no Subordinated Security of any series
Outstanding created prior to the execution of such Supplemental Subordinated
Indenture which is entitled to the benefit of such provision;

         (f)      to establish the form or terms of Subordinated Securities of
any series or the Coupons appertaining to such Subordinated Securities as
permitted by Sections 2.01 and 2.03;

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<PAGE>

         (g)      to appoint, at the request of the Trustee, a successor Trustee
for a particular series of Subordinated Securities to act as such pursuant to
the provisions of this Subordinated Indenture and to add to or change the
provisions of this Subordinated Indenture to such extent as shall be necessary
to facilitate the performance of the duties of such trustee; and

         (h)      to cure any ambiguity or to correct or supplement any
provisions contained herein or in any Supplemental Subordinated Indenture which
may be defective or inconsistent with any other provision contained herein or in
any Supplemental Subordinated Indenture, or to make such other provisions in
regard to matters or questions arising under this Subordinated Indenture or any
Supplemental Subordinated Indenture which shall not adversely affect the
interests of the Holders of the Subordinated Securities or Coupons.

         SECTION 10.02. Modification of Subordinated Indenture With Consent of
Holders of Subordinated Securities. With the consent (evidenced as provided in
Section 8.01) of the Holders of not less than a majority in principal amount of
the Subordinated Securities of all series at the time Outstanding (determined as
provided in Section 8.04) affected by such Supplemental Subordinated Indenture
(voting as one class), the Company and the Trustee may from time to time and at
any time enter into an indenture or indentures supplemental hereto (which shall
comply with the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Subordinated Indenture or of any Supplemental
Subordinated Indenture or of modifying in any manner the rights of the Holders
of the Subordinated Securities of each such series or the Coupons appertaining
to such Subordinated Securities; provided, however, that no such Supplemental
Subordinated Indenture shall, without the consent of the Holders of each
Outstanding Subordinated Security affect thereby:

         (a)      change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Subordinated Security, or reduce
the principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or reduce the amount of the principal of an
Original Issue Discount Subordinated Security or any other Subordinated Security
which would be due and payable upon a declaration of acceleration of the Stated
Maturity thereof pursuant to Section 6.01, or change any place of payment where,
or the coin or currency in which, any Subordinated Security or any premium or
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the date fixed for redemption), or modify
the provisions of this Subordinated Indenture with respect to this subordination
of the Subordinated Securities in a manner adverse to the Holders, or

         (b)      Reduce the percentage in principal amount of the Outstanding
Subordinated Securities the consent of the Holders of which is required for any
such Supplemental Subordinated Indenture, or the consent of the Holders of which
is required for any waiver (of compliance with certain provisions of this
Subordinated Indenture or certain defaults hereunder and their consequences)
provided for in this Subordinated Indenture or

         (c)      Change the time of payment or reduce the amount of any minimum
sinking account or fund payment or

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<PAGE>

         (d)      Modify any of the provisions of this Section 10.02, except to
increase any such percentage or to provide that certain other provisions of this
Subordinated Indenture cannot be modified or waived without the consent of the
Holder of each Subordinated Security affected thereby.

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

         Upon the request of the Company, accompanied by a copy of a resolution
of the Board of Directors (which resolution may provide general terms or
parameters for such action and may provide that the specific terms of such
action may be determined in accordance with or pursuant to a Company Order)
certified by the secretary or an assistant secretary of the Company authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of the Holders of the Subordinated Securities
as aforesaid and other documents, if any, required by Section 8.01, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Subordinated Indenture or otherwise, in which case the
Trustee may in its discretion, but shall not be obligated to, enter into such
supplemental indenture.

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

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions to this Section, the Trustee
shall give notice thereof (i) to the Holders of then Outstanding Registered
Subordinated Securities of each series affected thereby, by mailing a notice
thereof by first-class mail to such Holders at their addresses as they shall
appear on the Security Register, (ii) if any Unregistered Subordinated
Securities of a series affected thereby are then Outstanding, to the Holders
thereof who have filed their names and addresses with the Trustee pursuant to
Section 313(c)(2) of the Trust Indenture Act, by mailing a notice thereof by
first-class mail to such Holders at such addresses as were so furnished to the
Trustee and (iii) if any Unregistered Subordinated Securities of a series
affected thereby are then Outstanding, to all Holders thereof, by publication of
a notice thereof at least once in an Authorized Newspaper in the Borough of
Manhattan, The City of New York and at least once in an Authorized Newspaper in
London (and, if required by Section 4.09, at least once in an Authorized
Newspaper in Luxembourg), and in each case such notice shall set forth in
general terms the substance of such supplemental indenture. Any failure of the
Company to give such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         SECTION 10.03. Effect of Supplemental Subordinated Indentures. Upon the
execution of any Supplemental Subordinated Indenture pursuant to the provisions
of this Article Ten, this

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<PAGE>

Subordinated Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Subordinated Indenture of the
Trustee, the Company and the Holders of Subordinated Securities shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
Supplemental Subordinated Indenture shall be and be deemed to be part of the
terms and conditions of this Subordinated Indenture for any and all purposes.

         The Trustee shall be entitled to receive, and subject to the provisions
of Section 7.01 shall be entitled to rely upon, an Opinion of Counsel as
conclusive evidence that any such Supplemental Subordinated Indenture complies
with the provisions of this Article Ten and that the Subordinated Securities
affected by the Supplemental Subordinated Indenture, when such Subordinated
Securities are authenticated and delivered by the Trustee and executed and
issued by the Company in the manner and subject to any conditions specified in
such Opinion of Counsel, will be valid and binding obligations of the Company,
except as any rights thereunder may be limited by bankruptcy, insolvency and
other similar laws affecting the enforcement of creditors' rights generally and
by general equity principles.

         SECTION 10.04. Subordinated Securities May Bear Notation of Changes by
Supplemental Subordinated Indentures. Subordinated Securities authenticated and
delivered after the execution of any Supplemental Subordinated Indenture
pursuant to the provisions of this Article Ten, or after any action taken at a
Subordinated Securityholders' meeting pursuant to Article Nine, may bear a
notation in form approved by the Trustee as to any matter provided for in such
Supplemental Subordinated Indenture or as to any action taken at any such
meeting. If the Company or the Trustee shall so determine, new Subordinated
Securities so modified as to conform, in the opinion of the Trustee and the
Company, to any modification of this Subordinated Indenture contained in any
such Supplemental Subordinated Indenture may be prepared by the Company,
authenticated by the Trustee and delivered in exchange for the Subordinated
Securities then Outstanding.

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                                 ARTICLE ELEVEN

                             DISCHARGE; DEFEASANCE

         SECTION 11.01.  Satisfaction and Discharge of Subordinated Indenture.

                  (A)      If at any time (i) the Company shall have paid or
caused to be paid the principal of and interest on all the Subordinated
Securities of any series Outstanding hereunder and all unmatured Coupons
appertaining thereto (other than Subordinated Securities of such series and
Coupons appertaining thereto which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 2.09) as and when the same
shall have become due and payable, or (ii) the Company shall have delivered to
the Trustee for cancellation all Subordinated Securities of any series
theretofore authenticated and all unmatured Coupons appertaining thereto (other
than any Subordinated Securities of such series and Coupons appertaining thereto
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.09) or (iii) in the case of any series
of Subordinated Securities where the exact amount (including the currency of
payment) of principal of and interest due on which can be determined at the time
of making the deposit referred to in clause (b) below, (a) all the Subordinated
Securities of such series and all unmatured Coupons appertaining thereto not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption, and (b) the Company shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds in trust the entire amount in (i) cash (other than moneys repaid by the
Trustee or any Paying Agent to the Company in accordance with Section 11.04),
(ii) in the case of any series of Subordinated Securities the payments on which
may only be made in Dollars, direct obligations of the United States of America,
backed by its full faith and credit ("U.S. Government Obligations"), maturing as
to principal and interest at such times and in such amounts as will insure the
availability of cash sufficient to pay at such Maturity or upon such redemption,
as the case may be, or (iii) a combination thereof, sufficient, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay (a) the principal
and interest on all Subordinated Securities of such series and Coupons
appertaining thereto on each date that such principal or interest is due and
payable and (b) any mandatory sinking fund payments on the dates on which such
payments are due and payable in accordance with the terms of the Subordinated
Indenture and the Subordinated Securities of such series; (x) the principal and
interest on all Subordinated Securities of such series and Coupons appertaining
thereto on each date that such principal or interest is due and payable and (y)
any mandatory sinking fund payments on the dates on which such payments are due
and payable in accordance with the terms of the Subordinated Indenture and the
Subordinated Securities of such series; and if, in any such case, the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Subordinated Indenture shall cease to be of further effect
(except as to (i) rights of registration of transfer and exchange of
Subordinated Securities of such series and of Coupons appertaining thereto and
the Company's right of optional redemption, if any, (ii) substitution of
mutilated, defaced, destroyed, lost or stolen Subordinated Securities or
Coupons, (iii) rights of Holders of Subordinated Securities and Coupons
appertaining thereto to receive payments of principal thereof and interest
thereon, upon the original stated due dates

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therefore (but not upon acceleration), and remaining rights of the Holders to
receive mandatory sinking fund payments, if any, (iv) any optional redemption
rights of such series of Subordinated Securities to the extent to be exercised
to make such call for redemption within one year, (v) the rights, obligations,
duties and immunities of the Trustee hereunder, including those under Section
6.6, (vi) the rights of the Holders of securities of such series and Coupons
appertaining thereto as beneficiaries hereof with respect to the property so
deposited with the Trustee payable to all or any of them, and (vii) the
obligations of the Company under Section 4.03 and the Trustee, on demand of the
Company accompanied by an Officer's Certificate and an Opinion of Counsel and at
the cost and expense of the Company, shall execute proper instruments
acknowledging such satisfaction of and discharging this Subordinated Indenture;
provided, that the rights of Holders of the Subordinated Securities and Coupons
to receive amounts in respect of principal of and interest on the Subordinated
Securities and Coupons held by them shall not be delayed longer than required by
then applicable mandatory rules or policies of any securities exchange upon
which the Subordinated Securities are listed. The Company agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Subordinated
Indenture or the Subordinated Securities of such series.

                  (B)      The following provisions shall apply to the
Subordinated Securities of each series unless specifically otherwise provided in
an Officer's Certificate or indenture supplemental hereto provided pursuant to
Section 2.03. In addition to discharge of the Subordinated Indenture pursuant to
the next preceding paragraph, in the case of any series of Subordinated
Securities the exact amounts (including the currency of payment) of principal of
and interest due on which can be determined at the time of making the deposit
referred to in clause (a) below, the Company shall be deemed to have paid and
discharged the entire indebtedness on all the Subordinated Securities of such a
series and the Coupons appertaining thereto on the date of the deposit referred
to in clause (a) below, and the provisions of this Subordinated Indenture with
respect to the Subordinated Securities of such series and Coupons appertaining
thereto shall no longer be in effect (except as to (i) rights of registration of
transfer and exchange of Subordinated Securities of such series and of Coupons
appertaining thereto and the Company's right of optional redemption, if any,
(ii) substitution of mutilated, defaced, destroyed, lost or stolen Subordinated
Securities or Coupons, (iii) rights of Holders of Subordinated Securities and
Coupons appertaining thereto to receive payments of principal thereof and
interest thereon, upon the original stated due dates therefor (but not upon
acceleration), and remaining rights of the Holders to receive mandatory sinking
fund payments, if any, (iv) any optional redemption rights of such series of
Subordinated Securities to the extent to be exercised to make such call for
redemption within one year, (v) the rights, obligations, duties and immunities
of the Trustee hereunder, (vi) the rights of the Holders of Subordinated
Securities of such series and Coupons appertaining thereto as beneficiaries
hereof with respect to the property so deposited with the Trustee payable to all
or any of them and (vii) the obligations of the Company under Section 4.03 and
the Trustee, at the expense of the Company, shall at the Company's request,
execute proper instruments acknowledging the same, if

                  (a)      with reference to this provision the Company has
         irrevocably deposited or caused to be irrevocably deposited with the
         Trustee as trust funds in trust, specifically pledged as security for,
         and dedicated solely to, the benefit of the Holders of the

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<PAGE>

         Subordinated Securities of such series and Coupons appertaining thereto
         (i) cash in an amount, or (ii) in the case of any series of
         Subordinated Securities the payments on which may only be made in
         United States Dollars, U.S. Government Obligations, maturing as to
         principal and interest at such times and in such amounts as will insure
         the availability of cash or (iii) a combination thereof, sufficient, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay (a) the principal and interest on all Subordinated
         Securities of such series and Coupons appertaining thereto on each date
         that such principal or interest is due and payable and (b) any
         mandatory sinking fund payments on the dates on which such payments are
         due and payable in accordance with the terms of the Subordinated
         Indenture and the Subordinated Securities of such series;

                  (b)      such deposit will not result in a breach or violation
         of, or constitute a default under, any agreement or instrument to which
         the Company is a party or by which it is bound;

                  (c)      the Company has delivered to the Trustee an Opinion
         of Counsel based on the fact that (x) the Company has received from, or
         there has been published by, the IRS a ruling or (y) since the date
         hereof, there has been a change in the applicable Federal income tax
         law, in either case to the effect that, and such opinion shall confirm
         that, the Holders of the Subordinated Securities of such series and
         Coupons appertaining thereto will not recognize income, gain or loss
         for United States Federal income tax purposes as a result of such
         deposit, defeasance and discharge and will be subject to United States
         Federal income tax on the same amount and in the same manner and at the
         same times, as would have been the case if such deposit, defeasance and
         discharge had not occurred; and

                  (d)      the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for relating to the defeasance contemplated by this
         provision have been complied with.

                  (C)      The Company shall be released from its obligations
under Sections 4.02 and unless otherwise provided for in the Board Resolution,
Officer's Certificate or Subordinated Indenture supplemental hereto establishing
such series of Subordinated Securities, from all covenants and other obligations
referred to in Section 2.03(18) or 2.03(20) with respect to such series of
Subordinated Securities, and any Coupons appertaining thereto, outstanding on
and after the date the conditions set forth below are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Subordinated Securities of any series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in such Section, whether directly or
indirectly by reason of any reference elsewhere herein to such Section or by
reason of any reference in such Section to any other provision herein or in any
other document and such omission to comply shall not constitute an Event of
Default under Section 6.01, but the remainder of this Subordinated Indenture and
such Subordinated Securities and Coupons shall be unaffected thereby. The
following shall be the conditions to application of this subsection C of this
Section 11.01:

                  (a)      The Company has irrevocably deposited or caused to be
         deposited with the Trustee as trust funds in trust for the purpose of
         making the following payments,

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<PAGE>

         specifically pledged as security for, and dedicated solely to, the
         benefit of the holders of the Subordinated Securities of such series
         and coupons appertaining thereto, (i) cash in an amount, or (ii) in the
         case of any series of Subordinated Securities the payments on which may
         only be made in United States Dollars, U.S. Government Obligations
         maturing as to principal and interest at such times and in such amounts
         as will insure the availability of cash or (iii) a combination thereof,
         sufficient, in the opinion of a nationally recognized firm of
         independent public accountants expressed in a written certification
         thereof delivered to the Trustee, to pay (a) the principal and interest
         on all Subordinated Securities of such series and Coupons appertaining
         thereof and (b) any mandatory sinking fund payments on the day on which
         such payments are due and payable in accordance with the terms of the
         Subordinated Indenture and the Subordinated Securities of such series;

                  (b)      No Event of Default or event which with notice or
         lapse of time or both would become an Event of Default with respect to
         the Subordinated Securities shall have occurred and be continuing on
         the date of such deposit;

                  (c)      Such covenant defeasance shall not cause the Trustee
         to have a conflicting interest as defined in Section 7.08 and for
         purposes of the Trust Indenture Act with respect to any securities of
         the Company;

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

                  (e)      Such covenant defeasance shall not cause any
         Subordinated Securities then listed on any registered national
         securities exchange under the Exchange Act to be delisted;

                  (f)      The Company shall have delivered to the Trustee an
         Officer's Certificate and Opinion of Counsel to the effect that the
         Holders of the Subordinated Securities of such series and Coupons
         appertaining thereto will not recognize income, gain or loss for United
         States Federal income tax purposes as a result of such covenant
         defeasance and will be subject to United States Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such covenant defeasance had not occurred; and

                  (g)      The Company shall have delivered to the Trustee an
         Officer's Certificate and an Opinion of Counsel, each stating that all
         conditions precedent provided for relating to the covenant defeasance
         contemplated by this provision have been complied with.

         SECTION 11.02. Application by Trustee of Funds Deposited for Payment of
Subordinated Securities. Subject to Section 11.04, all moneys deposited with the
Trustee (for other trustee) pursuant to Section 11.01 shall be held in trust and
applied by it to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent), to the Holders of the
particular Subordinated Securities of such series and of Coupons appertaining
thereto for the payment or redemption of which such moneys have been deposited

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<PAGE>

with the Trustee, of all sums due and to become due thereon for principal and
interest; but such money need not be segregated from other funds except to the
extent required by law.

         SECTION 11.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Subordinated Indenture with respect
to Subordinated Securities of any series, all moneys then held by any Paying
Agent under the provisions of this Subordinated Indenture with respect to such
series of Subordinated Securities shall, upon demand of the Company, be repaid
to it or paid to the Trustee and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

         SECTION 11.04. Return of Moneys Held by Trustee and Paying Agent
Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any
Paying Agent for the payment of the principal of and any premium and interest on
any Subordinated Security and any series of Coupons attached thereto and not so
applied but remaining unclaimed under applicable law shall be transferred by the
Trustee to the appropriate Persons in accordance with applicable laws, and the
Holder of such Subordinated Security of such series and of any Coupons
appertaining thereto shall thereafter look only to such Persons for any payment
which such Holder may be entitled to collect and all liability of the Trustee
and such Paying Agent with respect to such moneys shall thereupon cease.

         SECTION 11.05. Indemnity for U.S. Government of Obligations. The
Company shall pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 11.01 or the principal or interest received in respect of
such obligations.

                                 ARTICLE TWELVE

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

         SECTION 12.01. Incorporators, Stockholders, Officers and Directors of
Company Exempt From Individual Liability. No recourse under or upon any
obligation, covenant or agreement of this Subordinated Indenture, or of any
Subordinated Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or
director, as such past, present or future, of the Company, either directly or
through the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that this Subordinated Indenture and the obligations issued
hereunder are solely corporate obligations, and that no personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors, as such, of the Company because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Subordinated Indenture or
in any of the Subordinated Securities or implied therefrom; and that any and all
such personal liability of every name and nature, either at common law or in
equity or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director, as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this
Subordinated Indenture or in any of the Subordinated Securities or implied
therefrom are hereby expressly waived and released as a condition of, and as a

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<PAGE>

consideration for, the execution of this Subordinated Indenture and the issue of
such Subordinated Securities.

                                ARTICLE THIRTEEN

                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. Successors and Assigns of the Company bound by
Subordinated Indenture. All the covenants, stipulations, promises and agreements
in this Subordinated Indenture contained by or in behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

         SECTION 13.02. Notices; Effectiveness. Any notice or demand which by
any provision of this Subordinated Indenture is required or permitted to be
given or served by the Trustee or by the Holders of Subordinated Securities to
or on the Company, or by the Company or by the Holders of Subordinated
Securities to the Trustee or upon the Depository by the Company or the Trustee
may be electronically communicated or hand delivered or sent by overnight
courier, addressed to the relevant party as provided in this Section 13.02.

         All communications intended for the Company shall be sent to:

                                            Transmeta Corporation
                                            3990 Freedom Circle
                                            Santa Clara, CA 95054
                                            Attention: General Counsel

         All communications intended for the Trustee shall be sent to:

                                            U.S. Bank National Association
                                            550 South Hope Street, 5th Floor
                                            Los Angeles, CA 90071
                                            Attention: Corporate Trust Services
                                            (Transmeta Corporation Subordinated
                                            Indenture dated as of _____________,
                                            2003)

or at any other address of which any of the foregoing shall have notified the
others in any manner prescribed in this Section 13.02.

         For all purposes of this Subordinated Indenture, a notice or
communication will be deemed effective:

         (a)      if delivered by hand or sent by overnight courier, on the day
it is delivered unless (i) that day is not a Business Day in the city specified
(a "Local Business Day") in the address for notice provided by the recipient or
(ii) if delivered after the close of business on a Local Business Day, then on
the next succeeding Local Business Day or

         (b)      if sent by facsimile transmission, on the date transmitted,
provided that oral or written confirmation of receipt is obtained by the sender
unless the date of transmission and

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<PAGE>

confirmation is not a Local Business Day, in which case, on the next succeeding
Local Business Day.

         Any notice, direction, requires, demand, consent or waiver by the
Company, any Subordinated Securityholder to or upon the Trustee shall be deemed
to have been sufficiently given, made or filed, for all purposes, if given, made
or filed in writing at the Principal Office of the Trustee in accordance with
the provisions of this Section 13.02.

         Any notice, request, consent or waiver by the Company or the Trustee
upon the Depository shall have been sufficiently given, made or filed, for all
purposes, if give or made in accordance with the provisions of this Section
13.02 at the address shown for such Depository in the Register or at such other
address as the Depository shall have provided for purposes of notice.

         SECTION 13.03. Compliance Certificates and Opinions. Upon on any
request or application by the Company to the Trustee to take any action under
any of the provisions of this Subordinated Indenture, the Company shall furnish
to the Trustee an Officer's Certificate stating that all conditions precedent,
if any, provided for in this Subordinated Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such document is specifically required by any provision of this
Subordinated Indenture relating to such particular application or demand, no
additional certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Subordinated Indenture
and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Subordinated Indenture (other than a certificate
provided pursuant to Section 5.03(d) shall include (a) a statement that the
Person making such certificate or opinion has read such covenant or condition;
(b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (c) a statement that, in the opinion of such
Person, he or she has made such examination or investigation as is necessary to
enable such Person to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (d) a statement as to whether
or not, in the opinion of such Person, such condition or covenant has been
complied with.

         Any certificate, statement 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 that the certificate
or opinion or representations with respect to the matters upon which such
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous. Any
certificate, statement or Opinion of Counsel may be based, insofar as it relates
to factual matters, upon the certificate, statement 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 that the certificate, statement or opinion or
representations with respect to the matters upon which such Person's
certificate, statement or opinion may be based as aforesaid are erroneous, or in
the exercise of reasonable care should know that the same are erroneous.

                                       77
<PAGE>

         Any certificate, statement or opinion of an officer of the Company or
of counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his or her certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate or opinion of any firm of independent
public accountants filed with the Trustee shall contain a statement that such
firm is independent.

         SECTION 13.04. Days on Which Payment to be Made, Notice Given or Other
Action Taken. If any date on which a payment is to be made, notice given or
other action taken hereunder is a Saturday, Sunday or legal holiday in the state
in which the payment, notice or other action is to be made, given or taken, then
such payment, notice or other action shall be made, given or taken on the next
succeeding Business Day in such state, and in the case of any payment, no
interest shall accrue for the delay.

         SECTION 13.05. Provisions Required by Trust Indenture Act to Control.
If and to the extent that any provision of this Subordinated Indenture limits,
qualifies or conflicts with another provision included in this Subordinated
Indenture which is required to be included in this Subordinated Indenture by any
of Sections 310 to 317, inclusive, of the Trust Indenture Act such required
provision shall control.

         SECTION 13.06. Governing Law. THIS SUBORDINATED INDENTURE AND EACH
SUBORDINATED SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF
THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF SAID STATE.

         SECTION 13.07. Effect of Headings. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

         SECTION 13.08. Subordinated Securities in a Foreign Currency or in ECU.
Unless otherwise specified in an Officer's Certificate delivered pursuant to
Section 2.03 of this Subordinated Indenture with respect to a particular series
of Subordinated Securities, whenever for purposes of this Subordinated Indenture
any action may be taken by the Holders of a specified percentage in aggregate
principal amount of Subordinated Securities of all series or all series affected
by a particular action at the time Outstanding and, at such time, there are
Outstanding Subordinated Securities of any series which are denominated in a
coin or currency other than United States Dollars (including ECUs), then the
principal amount of Subordinated Securities of such series which shall be deemed
to be Outstanding for the purpose of taking such action shall be that amount of
United States Dollars that could be obtained for such amount at the Market
Exchange Rate. For purposes of this Section 13.08, Market Exchange Rate shall
mean the noon United States Dollar buying rate in The City of New York for cable
transfers of that currency as published by the Federal Reserve Bank of New York;
provided, in the case of ECUs, Market Exchange Rate shall mean the rate of
exchange determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the European
Communities (such publication or any successor publication, the "Journal"). If
such Market Exchange Rate is not available for any reason with respect to such
currency, the Trustee shall use, in its sole discretion and without liability on
its part, such quotation of the Federal

                                       78
<PAGE>

Reserve Bank of New York or, in the case of ECUs, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question, which
for purposes of the ECU shall be Brussels, Belgium, or such other quotations or,
in the case of ECU, rates of exchange as the Trustee shall deem appropriate. The
provisions of this paragraph shall apply in determining the equivalent principal
amount in respect of Subordinated Securities of a series denominated in a
currency other than Dollars in connection with any action taken by Holders of
Subordinated Securities pursuant to the terms of this Subordinated Indenture.

         All decisions and determinations of the Trustee regarding the Market
Exchange Rate or any alternative determination provided for in the preceding
paragraph shall be in its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
irrevocably binding upon the Company and all Holders.

         SECTION 13.09. Judgment Currency. The Company agrees, to the fullest
extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum
due in respect of the principal of or interest on the Subordinated Securities of
any series (the "Required Currency"), into a currency in which a judgment will
be rendered (the "Judgment Currency"), the rate of exchange used shall be the
rate at which in accordance with normal banking procedures the Trustee could
purchase in The City of New York the Required Currency with the Judgment
Currency on the day on which final unappealable judgment is entered, unless such
day is not a New York Banking Day, then, to the extent permitted by applicable
law, the rate of exchange used shall be the rate at which in accordance with
normal banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which final unappealable judgment is entered and (b) its
obligations under this Subordinated Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery
pursuant to any judgment (whether or not entered in accordance with subsection
(a)), in any currency other than the Required Currency, except to the extent
that such tender or recovery shall result in the actual receipt, by the payee,
of the full amount of the Required Currency expressed to be payable in respect
of such payments, (ii) shall be enforceable as an alternative or additional
cause of action for the purpose of recovering in the Required Currency the
amount, if any, by which such actual receipt shall fall short of the full amount
of the Required Currency so expressed to be payable and (iii) shall not be
affected by judgment being obtained for any other sum due under this
Subordinated Indenture. For purposes of the foregoing, "New York Banking Day"
means any day except a Saturday, Sunday or a legal holiday in The City of New
York or a day on which banking institutions in The City of New York are
authorized or required by law or executive order to close.

                                       79
<PAGE>

         SECTION 13.10. Provisions of the Subordinated Indenture and
Subordinated Securities for the Sole Benefit of the Parties and the Subordinated
Securityholders. Nothing in this Subordinated Indenture or in the Subordinated
Securities, expressed or implied, shall give or be construed to give any Person,
firm or Company, other than the parties hereto and the Holders of the
Subordinated Securities, any legal or equitable right, remedy or claim under or
in respect of this Subordinated Indenture, or under any covenant, condition and
provision herein contained; all its covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the Holders of the
Subordinated Securities.

         SECTION 13.11. Subordinated Indenture May be Executed in Counterparts.
This Subordinated Indenture may be executed in any number of counterparts, each
of which shall be an original; but such counterparts shall together constitute
but one and the same instrument.

                                ARTICLE FOURTEEN

                           SUBORDINATION OF SECURITIES

         SECTION 14.01. Subordinated Securities Subordinated to Senior
Indebtedness. The Company covenants and agrees, and each Holder of Subordinated
Securities, by his acceptance thereof, likewise covenants and agrees, that the
indebtedness represented by the Subordinated Securities and the payment of the
principal of (and premium, if any) in respect of each and all of the
Subordinated Securities is hereby expressly subordinated, to the extent and in
the manner hereinafter set forth, in right of payment to the prior payment in
full of Senior Indebtedness.

         In the event (a) of any distribution of assets of the Company upon any
dissolution, winding up, liquidation or reorganization of the Company whether in
bankruptcy, insolvency, reorganization or receivership proceeding or upon an
assignment for the benefit of creditors or any other marshalling of the assets
and liabilities of the Company or otherwise, except a distribution in connection
with a member or consolidation or a conveyance or transfer of all or
substantially all of the properties of the Company which complies with the
requirements of Section 4.02, or (b) that a default shall have occurred and be
continuing with respect to the payment of principal of (or premium, if any) in
respect of any Senior Indebtedness, or (c) that the principal of the
Subordinated Securities of any series (or in the case of Original Issue Discount
Securities, the portion of the principal amount thereof referred to in Section
6.01) shall have been declared due and payable pursuant to Section 6.01 and such
declaration shall not have been rescinded and annulled as provided in Section
6.01, then:

         (1)      in a circumstance described in the foregoing clause (a) or (b)
the holders of all Senior Indebtedness, and in the circumstance described in the
foregoing clause (c) the holders of all Senior Indebtedness outstanding at the
time the principal of such Subordinated Securities (or in the case of Original
Issue Discount Securities, such portion of the principal amount) shall have been
so declared due and payable, shall first be entitled to receive payment of the
full amount due thereon in respect of principal, premium (if any), interest, or
provision shall be made for such payment in money or money's worth, before the
Holders of any of the Subordinated Securities are entitled to receive any
payment on account of the principal of (or premium, if any) or interest payable
in respect of the indebtedness evidenced by the Subordinated Securities;

                                       80
<PAGE>

         (2)      any payment by, or distribution of assets of, the Company of
any kind of character, whether in cash, property or securities (other than
securities of the Company as reorganized or readjusted or securities of the
Company or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent
provided in this Article with respect to the securities, to the payment of all
Senior Indebtedness, provided that the rights of the holders of the Senior
Indebtedness are not altered by such reorganization or readjustment), to which
the Holders of any of the Subordinated Securities would be entitled except for
the provisions of this Article shall be paid or delivered by the person making
such payment or distribution, whether a trustee in bankruptcy, a receive or
liquidating trustee or otherwise, directly to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instrument evidencing any of such
Senior Indebtedness may have been issued, ratably according to the aggregate
amounts remaining unpaid on account of such Senior Indebtedness held or
represented by each, to the extent necessary to make payment in full of all
Senior Indebtedness remaining unpaid after giving effect to any concurrent
payment or distribution (or provision therefore) to the holders of such Senior
Indebtedness, before any payment or distribution is made to the Holders of the
indebtedness evidenced by the Subordinated Securities under this Subordinated
Indenture; and

         (3)      in the event that, notwithstanding the foregoing, any payment
by, or distribution of assets of, the Company of any kind of character, whether
in cash, property or securities (other than securities of the Company as
reorganized or readjusted or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustments the payment of which
is subordinate, at least to the extent provided in this Article with respect to
the Subordinated Securities, to the payment of all Senior Indebtedness, provided
that the rights of the holders of Senior Indebtedness are not altered by such
reorganization or readjustment), shall be received by the Holders of any of the
Subordinated Securities before all Senior Indebtedness is paid in full, such
payment or distribution shall be paid over to the holders of such Senior
Indebtedness or their representative or representatives or to the trustee or
trustees under any indenture under which any instruments evidencing any of such
Senior Indebtedness may have been issued, ratably as aforesaid, for application
to the payment of all Senior Indebtedness remaining unpaid until all such Senior
Indebtedness shall have been paid in full, after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of such Senior
Indebtedness.

         SECTION 14.02. Subrogation. Subject to the payment in full of all
Senior Indebtedness to which the indebtedness evidenced by the securities is in
the circumstances subordinated as provided in Section 14.01, the Holders of the
Subordinated Securities shall be subrogated to the rights of the holders of such
Senior Indebtedness to receive payments or distributions of cash, property or
Subordinated Securities of the Company applicable to such Senior Indebtedness
until all amounts owing on the Subordinated Securities shall be paid in full,
and, as between the Company, its creditors other than holders of such Senior
Indebtedness, and the Holders of the Subordinated Securities, no such payment or
distribution made to the holders of such Senior Indebtedness by virtue of this
Article which otherwise would have been made to the Holders of the Subordinated
Securities shall be deemed to be a payment by the Company on account of such
Senior Indebtedness, it being understood that the provisions of this Article are
and are intended

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solely for the purpose of defining the relative rights of the Holders of the
Subordinated Securities, on the one hand, and the holders of Senior
Indebtedness.

         SECTION 14.03. Obligation of the Company Unconditional. Nothing
contained in this Article or elsewhere in this Subordinated Indenture or in the
Subordinated Securities is intended to or shall impair, as between the Company,
its creditors other than the holders of Senior Indebtedness, and the Holders of
the Subordinated Securities, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders of the Subordinated Securities the
principal of (and premium, if any) and interest payable in the respect of the
Subordinated Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Subordinated Securities and creditors of the
Company other than the holders of Senior Indebtedness nor shall anything herein
or therein prevent the Trustee or the Holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under this
Subordinated Indenture, subject to the rights, if any, under this Article of the
holders of Senior Indebtedness in respect of cash, property or Subordinated
Securities of the Company received upon the exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee and the Holders of the Subordinated Securities
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other person making any
payment or distribution, delivered to the Trustee or to the Holders of the
Subordinated Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article.

         SECTION 14.04. Payments on Subordinated Securities Permitted. Nothing
contained in this Article or elsewhere in this Subordinated Indenture, or in any
of the Subordinated Securities, shall affect the obligation of the Company to
make, or prevent the Company from making, payment of the principal of (or
premium, if any) or interest payable in respect of the Subordinated Securities
in accordance with the provisions hereof and thereof, except as otherwise
provided in this Article.

         SECTION 14.05. Effectuation of Subordinated by Trustee. Each holder of
the Subordinated Securities, by his acceptance thereof, authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.

         SECTION 14.06. Knowledge of Trustee. Notwithstanding the provisions of
this Article or any other provisions of this Subordinated Indenture, the Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness and shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment or moneys to or by the
Trustee, or the taking of any other action by the Trustee, unless and until the
Trustee shall have received written notice thereof from the Company, any Holder
of

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Subordinated Securities, any paying or conversion agent of the Company or the
holder or representative of any class of Senior Indebtedness; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section at least three Business Days prior to the date upon which, by the terms
hereof, any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Subordinated Security) then, anything herein contained to the contrary
notwithstanding, the Trustee shall have all power and authority to receive such
money and to apply the same to the purpose for which such money was received and
shall not be affected by any notice to the contrary which may be received by it
during or after such three Business Day period.

         SECTION 14.07. Trustee May Hold Senior Indebtedness. The trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article with respect to any Senior Indebtedness at the time held by it, to the
same extent ads any other holder of Senior Indebtedness, and nothing in Section
313 of the Trust Indenture Act or elsewhere in this Subordinated Indenture shall
deprive the Trustee of any of its rights as such holder.

         Nothing in this Article shall subordinate any claims of, or payments
to, the Trustee (under or pursuant to Section 7.06) to Senior Indebtedness.

         SECTION 14.08. Rights of Holders of Senior Indebtedness Not Impaired.
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions and covenants of this
Subordinated Indenture, regardless of any knowledge thereof any such holder may
have or be otherwise charged with.

                            [Signature page follows]

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<PAGE>

         IN WITNESS WHEREOF, TRANSMETA CORPORATION has caused this Subordinated
Indenture to be signed by its Chairman of the Board or any Vice-Chairmen of the
Board or its President or Chief Financial Officer or one of its Vice Presidents
and U.S. BANK NATIONAL ASSOCIATION has caused this Subordinated Indenture to be
signed and acknowledged by one of its Vice Presidents, all as of the day and
year first written above.

                                            TRANSMETA CORPORATION

                                            By _________________________________

                                            Title:______________________________

                                            U.S. BANK NATIONAL ASSOCIATION,
                                            as Trustee

                                            By _________________________________
                                               Vice President

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