<PAGE>   1
                                                                     Exhibit 4.1


                            METLIFE, INC., AS ISSUER


                                       AND


                              THE BANK OF NEW YORK,


                                   AS TRUSTEE


                                    INDENTURE

                           DATED AS OF APRIL __, 2000



                                   DEBENTURES
<PAGE>   2
                                TABLE OF CONTENTS

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1  Definitions...................................................   1
Section 1.2  Other Definitions.............................................   6
Section 1.3  Incorporation by Reference of TIA.............................   7
Section 1.4  Rules of Construction.........................................   8
Section 1.5  Acts of Holders and Holders of Capital Securities.............   8

                                    ARTICLE 2

                                 THE DEBENTURES

Section 2.1  Amount Unlimited; Issuable in Series..........................   9
Section 2.2  Payment of Principal and Interest.............................  12
Section 2.3  Execution, Authentication and Delivery........................  14
Section 2.4  Registrar and Paying and Conversion Agents....................  17
Section 2.5  Paying Agent to Hold Money in Trust...........................  18
Section 2.6  Debentureholder Lists.........................................  18
Section 2.7  Transfer and Exchange.........................................  18
Section 2.8  Replacement Debentures........................................  20
Section 2.9  Outstanding Debentures; Determinations of Holders' Action.....  20
Section 2.10  Temporary Debentures.........................................  21
Section 2.11  Book-Entry System............................................  22
Section 2.12  Cancellation.................................................  23
Section 2.13  CUSIP Numbers................................................  24
Section 2.14  Record Date..................................................  24

                                    ARTICLE 3

                                   REDEMPTION

Section 3.1  Redemption; Notice to Trustee.................................  24
Section 3.2  Selection of Debentures to Be Redeemed........................  25
Section 3.3  Notice of Redemption..........................................  25
Section 3.4  Effect of Notice of Redemption................................  26
Section 3.5  Deposit of Redemption Price...................................  26
Section 3.6  Debentures Redeemed in Part...................................  27


                                       i
<PAGE>   3
                                    ARTICLE 4

                                    COVENANTS

Section 4.1  Payment of Principal, Premium and Interest....................  27
Section 4.2  Limitation on Dividends.......................................  28
Section 4.3  Periodic Reports to Trustee...................................  29
Section 4.4  Compliance Certificates.......................................  29
Section 4.5  Further Instruments and Acts..................................  29
Section 4.6  Payment of Expenses of Each Trust.............................  29
Section 4.7  Ownership of Common Securities................................  30
Section 4.8  Statement by Officers as to Default...........................  30

                                    ARTICLE 5

                              SUCCESSOR CORPORATION

Section 5.1  When the Company May Merge, Etc...............................  30

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.1  Events of Default.............................................  31
Section 6.2  Acceleration..................................................  33
Section 6.3  Other Remedies................................................  34
Section 6.4  Waiver of Past Defaults.......................................  34
Section 6.5  Control by Holders............................................  35
Section 6.6  Limitation on Suits...........................................  35
Section 6.7  Unconditional Right of Holders to Receive Principal,
      Premium and Interest.................................................  36
Section 6.8  Direct Action Right of Holders of Capital Securities..........  36
Section 6.9  Collection Suits by the Trustee...............................  36
Section 6.10  Trustee May File Proofs of Claim.............................  37
Section 6.11  Priorities...................................................  38
Section 6.12  Undertaking for Costs........................................  38


                                       ii
<PAGE>   4
                                    ARTICLE 7

                                   THE TRUSTEE

Section 7.1  Duties and Responsibilities of the Trustee....................  39
Section 7.2  Rights of the Trustee.........................................  40
Section 7.3  Not Responsible for Recitals or Issuances of Debentures.......  41
Section 7.4  May Hold Securities...........................................  42
Section 7.5  Notice of Defaults............................................  42
Section 7.6  Reports by Trustee to Holders.................................  42
Section 7.7  Compensation and Indemnity....................................  43
Section 7.8  Eligibility; Disqualification.................................  44
Section 7.9  Resignation and Removal; Appointment of Successor.............  44
Section 7.10  Acceptance of Appointment by Successor.......................  46
Section 7.11  Successor Trustee by Merger..................................  47

                                    ARTICLE 8

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

Section 8.1  Satisfaction and Discharge of Indenture.......................  47
Section 8.2  Application by Trustee of Funds Deposited for
      Payment of Debentures................................................  49
Section 8.3  Repayment of Moneys Held by Paying Agent......................  49
Section 8.4  Return of Moneys Held by the Trustee and Paying Agent
      Unclaimed for Two Years..............................................  50

                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

Section 9.1  Supplemental Indentures Without Consent of Holders............  50
Section 9.2  Supplemental Indentures with Consent of Holders...............  51
Section 9.3  Compliance with Trust Indenture Act...........................  53
Section 9.4  Revocation and Effect of Consents, Waivers and Actions........  53
Section 9.5  Notation on or Exchange of Debentures.........................  54
Section 9.6  Execution of Supplemental Indentures..........................  54
Section 9.7  Effect of Supplemental Indentures.............................  54


                                      iii
<PAGE>   5
                                   ARTICLE 10

                                  SINKING FUNDS

Section 10.1  Applicability of Article.....................................  54
Section 10.2  Satisfaction of Sinking Fund Payments with Debentures........  55
Section 10.3  Redemption of Debentures for Sinking Fund....................  55

                                   ARTICLE 11

                          MEETINGS OF DEBENTUREHOLDERS

Section 11.1  Purposes for Which Meetings May Be Called....................  56
Section 11.2  Call, Notice and Place of Meetings...........................  56
Section 11.3  Persons Entitled to Vote at Meetings.........................  57
Section 11.4  Quorum; Action...............................................  57
Section 11.5  Determination of Voting Rights; Conduct and Adjournment of
      Meetings.............................................................  58
Section 11.6  Counting Votes and Recording Action of Meetings..............  59

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.1  Trust Indenture Act Controls.................................  59
Section 12.2  Notices......................................................  59
Section 12.3  Communication by Holders with Other Holders..................  61
Section 12.4  Certificate and Opinion as to Conditions Precedent...........  61
Section 12.5  Statements Required in Certificate or Opinion................  61
Section 12.6  Severability Clause..........................................  62
Section 12.7  Rules by Trustee, Paying Agent and Registrar.................  62
Section 12.8  Legal Holidays...............................................  62
Section 12.9  Governing Law................................................  62
Section 12.10  No Recourse Against Others..................................  62
Section 12.11  Successors and Assigns......................................  62
Section 12.12  Counterparts................................................  63
Section 12.13  No Adverse Interpretation of Other Agreements...............  63
Section 12.14  Table of Contents, Headings, Etc............................  63
Section 12.15  Benefits of the Indenture...................................  63


                                       iv
<PAGE>   6
                             MetLife, Inc. Indenture
                 Certain Sections of this Indenture relating to
                         Sections 310 through 318 of the
                           Trust Indenture Act of 1939


<TABLE>
<CAPTION>
 Trust Indenture                                                  Indenture
   Act Section                                                     Section
   -----------                                                     -------
<S>                     <C>                                     <C>
ss.310(a)(1)            ..................................      2.3; 7.8
          (a)(2)        ..................................      2.3; 7.8
          (a)(3)        ..................................      Not Applicable
          (a)(4)        ..................................      Not Applicable
          (a)(5)        ..................................      Not Applicable
          (b)           ..................................      7.8; 7.9
          (c)           ..................................      Not Applicable
ss.311(a)               ..................................      Not Applicable
          (b)           ..................................      Not Applicable
          (c)           ..................................      Not Applicable
ss.312(a)               ..................................      2.6.
          (b)           ..................................      13.3
          (c)           ..................................      13.3
ss.313(a)               ..................................      7.6.
          (b)(1)        ..................................      Not Applicable
          (b)(2)        ..................................      Not Applicable
          (c)           ..................................      7.6.
          (d)           ..................................      7.6.
ss.314(a)               ..................................      4.3; 4.4
          (b)           ..................................      Not Applicable
          (c)(1)        ..................................      2.3; 13.4; 13.5
          (c)(2)        ..................................      2.3; 13.4; 13.5
          (c)(3)        ..................................      Not Applicable
          (d)           ..................................      Not Applicable
          (e)           ..................................      13.5
                        ..................................      Not Applicable
ss.315(a)               ..................................      7.1(b); 7.2
          (b)           ..................................      7.2; 7.4; 13.2
          (c)           ..................................      7.1(a); 7.2
          (d)           ..................................      7.1(c); 7.2
          (e)           ..................................      6.12
</TABLE>


                                       v
<PAGE>   7
<TABLE>
<S>                                                             <C>
ss.316(a)(1)(A)         ..................................      6.5.
          (a)(1)(B)     ..................................      6.2; 6.4
          (a)(2)        ..................................      Not Applicable
          (a)(last
               sentence)..................................      2.9.
          (b)           ..................................      6.7.
          (c)           ..................................      1.5.
ss.317(a)(1)            ..................................      6.9.
          (a)(2)        ..................................      6.10
          (b)           ..................................      2.5.
ss.318(a)               ..................................      13.1
          (b)           ..................................      Not Applicable
          (c)           ..................................      13.1
</TABLE>


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

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


                                       vi
<PAGE>   8
           INDENTURE, dated as of April __, 2000, by and between MetLife, Inc.,
a corporation duly organized and existing under the laws of the State of
Delaware, or any successor thereto (the "Company"), and The Bank of New York, a
New York banking corporation, as trustee (the "Trustee").

           WHEREAS, the Company may from time to time create or establish one or
more statutory business trusts for the purpose of issuing undivided beneficial
interests in the assets thereof (the "Trust Securities") and using the proceeds
thereof to acquire the Company's Debentures (as hereinafter defined), and to
provide therefor, the Company has duly authorized the execution and delivery of
this Debenture.

           WHEREAS, all things necessary to make the Debentures, when duly
issued and executed by the Company and authenticated and delivered hereunder,
the valid obligations of the Company, and to make this Indenture a valid and
binding agreement of the Company, enforceable in accordance with its terms, have
been done.

           NOW THEREFORE:

           Each of the Company and the Trustee, intending to be legally bound
hereby, agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders (as hereinafter defined) of the securities
issued hereunder:

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

           Section 1.1  Definitions.

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

           "Board of Directors" means either the Board of Directors of the
Company or the Executive Committee of such Board or any other committee of such
Board duly authorized to act generally or in any particular respect for the
Board hereunder.
<PAGE>   9
           "Board Resolution" means (i) a copy of a resolution certified by the
Secretary or the Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, (ii) a copy of a unanimous written consent of the Board of
Directors or (iii) a certificate signed by the authorized officer or officers to
whom the Board of Directors has delegated its authority, and in each case,
delivered to the Trustee.

           "Business Day" means any day that is not a Saturday, a Sunday or day
on which banking institutions and trust companies in The City of New York are
authorized or required by law, regulation or executive order to close.

           "Capital Securities" means the securities of a Trust, representing
undivided beneficial interests in the assets of such Trust and designated as
capital securities pursuant to the declaration of such Trust.

           "Capital Stock" means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests
in (however designated, whether voting or non-voting) corporate stock or similar
interests in other types of entities.

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

           "Company Order" means a written request or order signed in the name
of the Company by an Officer of the Company and delivered to the Trustee.

           "Corporate Trust Office" means the principal office of the Trustee at
which at any time its corporate trust business shall be administered, which
office at the dated hereof is located at 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Administration, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the designated office of any successor Trustee (or such
other address as a successor Trustee may designate from time to time by notice
to the Holders and the Company).

           "Debentureholder" or "Holder" means a Person in whose name a
Debenture is registered on the Registrar's books.

           "Debentures" means any of the debentures of any series issued,
authenticated and delivered under this Indenture, as the same may now or
hereafter exist or may hereafter be amended, modified, supplemented, extended,
renewed, restated, substituted for or replaced.



                                       2
<PAGE>   10
           "Debt" means (i) the principal of and premium and interest, if any,
on indebted ness 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.

           "Default" means any event which is, or after notice or passage of
time, or both, would be, an Event of Default pursuant to Section 6.1.

           "Deferral Period," with respect to any series of Debentures, means
any period during which the Company elects to extend the interest payment period
on such series of Debentures pursuant to Section 4.1(b); provided that a
Deferral Period (or any extension thereof) may not extend beyond the Stated
Maturity Date or the Redemption Date of any Debenture of such series and must
end on an Interest Payment Date or, if the Debentures are redeemed, on an
Interest Payment Date or the Redemption Date for such Debentures.

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

           "Guarantee" means each guarantee agreement executed by the Company
with respect to the Capital Securities issued by any Trust pursuant to which the
Company agrees to pay the guarantee payments under any such guarantee agreement
to the holders of such Capital Securities.

           "Indenture" means this indenture, as amended or supplemented from
time to time in accordance with the terms hereof, including the provisions of
the TIA that are deemed to be a part hereof.

           "Interest Payment Date," when used with respect to the Debentures of
any series, means the date or dates in each year on which any interest on the
Debentures of that series is paid or made available for payment.

           "Issue Date," with respect to a series of Debentures, means the date
on which the Debentures of such series are originally authenticated and
delivered under this Indenture.

           "Office" or "Agency," with respect to any Debentures, means an office
or agency of the Company maintained or designated as a place of payment for such
Debentures



                                       3
<PAGE>   11
pursuant to Section 2.4 or, to the extent designated or required by Section 2.4
in lieu of such office or agency, the Corporate Trust Office of the Trustee.

           "Officer" means, with respect to any Person, the Chief Executive
Officer, the Chief Financial Officer, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
such corporation.

           "Officer's Certificate" means a certificate signed on behalf of the
Company by the Chief Executive Officer, the Chief Financial Officer, the
President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, that complies with the
requirements of Sections 13.4 and 13.5 and is delivered to the Trustee.

           "Opinion of Counsel" means a written opinion of legal counsel, who
may be an employee of the Company, or any other legal counsel who shall be
reasonably acceptable to the Trustee and provided that the General Counsel and
the Assistant General Counsel of the Company shall be deemed to be reasonably
acceptable to the Trustee, containing the applicable information specified in
Sections 13.4 and 13.5.

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

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

           "Predecessor Debentures" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and for purposes of this definition, any
Debenture authenticated and delivered under Section 2.8 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Debenture shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Debenture.

           "Record Date," with respect to any series of the Debentures, means
the Regular Record Date, the Special Record Date or any date set to determine
the Holders of Debentures of such series entitled to vote, consent, make a
request or exercise any other right associated with such Debentures.



                                       4
<PAGE>   12
           "Redemption Date," with respect to the Debentures of any series to be
redeemed, means the date specified for the redemption thereof in accordance with
the terms thereof and pursuant to Article 3 of this Indenture.

           "Redemption Price," with respect to the Debentures of any series to
be redeemed, means the price at which such Debentures are to be redeemed in
accordance with the terms thereof and pursuant to Article 3 of this Indenture.

           "Regular Record Date," with respect to an Interest Payment Date for
the Debentures of any series, means the date specified for the determination of
Holders of such Debentures entitled to receive the payment of interest on such
Interest Payment Date.

           "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee (or any
successor of the Trustee), including any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or any other officer of the Trustee who customarily performs functions similar
to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

           "SEC" means the Securities and Exchange Commission.

           "Securities Act" means the Securities Act of 1933, as amended.

           "Security Exchange," when used with respect to the Debentures of any
series which are held as assets of a Trust pursuant to the Trust Agreement of
such Trust, means the distribution of the Debentures of such series by such
Trust to the holders of the Trust Securities of such Trust in exchange for such
Trust Securities upon certain events described in the applicable Trust
Agreement.

           A "series" of Debentures means all Debentures denoted as part of the
same series authorized by or pursuant to a particular Board Resolution or a
supplemental indenture.

           "Special Record Date" for the payment of any Defaulted Interest on
the Debentures of any series means the date determined pursuant to Section 2.2.

           "Stated Maturity Date," with respect to the Debentures of any series,
means the date specified for such Debentures as the date on which the principal
of such Debenture is due and payable.



                                       5
<PAGE>   13
           "Subsidiary" means any corporation, association, partnership, trust,
limited liability company or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including
partnership interests) entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or the
governing individuals or body thereof is at the time owned or controlled,
directly or indirectly, by (i) the Company, (ii) the Company and one or more
Subsidiaries, or (iii) one or more Subsidiaries.

           "TIA" means the Trust Indenture Act of 1939, as amended.

           "Trust" means any statutory business trust created or established by
the Company to issue Trust Securities and to use the proceeds from the sale
thereof to purchase Debentures.

           "Trust Agreement" means the amended and restated trust agreement for
a Trust, among the Company, as sponsor, the property trustee named therein, the
Delaware trustee named therein and the administrative trustees named therein, as
the same may be amended and modified from time to time.

           "Trust Securities" means the common securities of a Trust and the
Capital Securities, collectively, representing undivided beneficial interests in
the assets of such Trust.

           "Trustee" means the Person named as "Trustee" in the first paragraph
of this Indenture, until a successor replaces it pursuant to the applicable
provisions of this Indenture and, thereafter, shall mean such successor, and if
at any time there is more than one such Person, "Trustee" as used with respect
to Debentures of any series shall mean the Trustee with respect to Debentures of
that series.

           "U.S. Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of, or
obligations guaranteed by, the United States of America (including any agency or
instrumentality thereof) for the payment of which obligations or guarantee the
full faith and credit of the United States of America is pledged and which are
not callable at the issuer's option.

           Section 1.2  Other Definitions.


<TABLE>
<CAPTION>
Term                                                          Defined in Section
<S>                                                           <C>
"Act".....................................................             1.5
"Bankruptcy Law"..........................................             6.1
</TABLE>


                                       6
<PAGE>   14
<TABLE>
<S>                                                                    <C>
"Conversion Agent"........................................             2.4
"Custodian"...............................................             6.1
"Defaulted Interest"......................................             2.2
"Depository"..............................................             2.11
"Direct Action"...........................................             6.8
"Event of Default"........................................             6.1
"Global Debenture"........................................             2.11
"Legal Holiday"...........................................             13.8
"Notice of Default".......................................             6.1
"Property Trustee"........................................             3.1
"Register"................................................             2.4
"Registrar"...............................................             2.4
"Successor"...............................................             5.1
</TABLE>

           Section 1.3 Incorporation by Reference of TIA. Whenever this
Indenture refers to a provision of the TIA, such provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in
this Indenture have the following meanings:

           "indenture securities" means the Debentures.

           "indenture security holder" means a Debentureholder or Holder.

           "indenture to be qualified" means this Indenture.

           "indenture trustee" or "institutional trustee" means the Trustee.

           "obligor" on the Debentures means the Company and any other successor
obligor on the Debentures.

           All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings assigned to them by such definitions.



                                       7
<PAGE>   15
           Section 1.4 Rules of Construction. Unless the context otherwise
requires:

           (a) each capitalized term has the meaning assigned to it;

           (b) an accounting term not otherwise defined has the meaning assigned
      to it in accordance with generally accepted accounting principles in the
      United States;

           (c) "or" is not exclusive;

           (d) "including" means including, but not limited to;

           (e) words in the singular include the plural, and words in the plural
      include the singular;

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

           (g) references to sections of or rules under the Securities Act or
      the TIA shall be deemed to include substitute, replacement or successor
      sections or rules adopted by the SEC from time to time.

           Section 1.5 Acts of Holders and Holders of Capital Securities. (a)
Any request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders or by holders
of Capital Securities may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders or holders of
Capital Securities, as applicable, in person or by an agent duly appointed in
writing and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of Holders or holders of
Capital Securities signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section.

           Without limiting the generality of this Section, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a Depository that
is a Holder of a Global Debenture, may make, give or take, by a proxy, or
proxies, duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in or pursuant to
this Indenture to be made, given or taken by Holders, and a Depository that is a
Holder of a Global Debenture may provide its proxy or proxies to the beneficial



                                       8
<PAGE>   16
owners of interests in any such Global Debenture through such Depository's
standing instructions and customary practices.

           (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner which the Trustee deems
sufficient.

           (c) The ownership of Debentures shall be proved by the Register.

           (d) Any Act of the Holder of any Debenture shall bind every future
Holder of the same Debenture and the Holder of every Debenture issued upon the
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Company in
reliance thereon, whether or not notation of such action is made upon such
Debenture.

           (e) If the Company solicits from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other action, the Company
may, at its option, by or pursuant to a Board Resolution, fix in advance a
Record Date for the determination of Holders entitled to give such Act, but the
Company shall have no obligation to do so. If such a Record Date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other
action may be given before or after such Record Date, but only Holders of record
at the close of business on such Record Date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of
outstanding Debentures have authorized or agreed or consented to such Act, and
for that purpose the outstanding Debentures shall be computed as of such Record
Date.


                                    ARTICLE 2

                                 THE DEBENTURES

           Section 2.1 Amount Unlimited; Issuable in Series. The aggregate
principal amount of Debentures which may be authenticated and delivered under
this Indenture is unlimited.

           The Debentures may be issued in one or more series in an amount not
to exceed the aggregate principal amount of Debentures of that series from time
to time authorized by or pursuant to a Board Resolution, or established pursuant
to one or more indentures supplemental hereto, prior to the initial issuance of
Debentures of a particular series.

           With respect to any Debentures of each series to be authenticated and
delivered hereunder, there shall be established in or pursuant to a Board
Resolution, and set forth in



                                       9
<PAGE>   17
an Officer's Certificate, or established in one or more indentures supplemental
hereto, prior to the issuance of Debentures of such series:

           (a) the title of the Debentures of the series (which shall
      distinguish the Debentures of the series from all other Debentures);

           (b) any limit upon the aggregate principal amount of the Debentures
      of that series which may be authenticated and delivered under this
      Indenture (except for Debentures authenticated and delivered upon
      registration of transfer of, or in exchange for, or in lieu of, other
      Debentures of that series);

           (c) the Stated Maturity Date or Dates, which may be serial, and the
      Company's option, if any, to change the Stated Maturity Date or Dates;

           (d) the rate or rates (which may be fixed or variable) at which the
      Debentures of the series shall bear interest or the manner of calculation
      of such rate or rates, if any;

           (e) the basis upon which interest shall be computed if other than a
      360-day year composed of twelve 30-day months;

           (f) the date or dates from which such interest shall accrue, the
      Interest Payment Dates on which such interest will be payable or the
      manner of determination and frequency of such Interest Payment Dates and
      the Regular Record Dates therefor;

           (g) the right, if any, to extend the interest payment periods and the
      duration of any such Deferral Period, including the maximum consecutive
      period during which interest payment periods may be extended;

           (h) Issue Date or Dates;

           (i) authorized denominations;

           (j) the place or places for the payment of principal and premium, if
      any, and interest;

           (k) the date or dates on which or the period or periods within which,
      the price or prices at which, and the terms and conditions upon which,
      Debentures of the series may be redeemed, in whole or in part, at the
      option of the Company;

           (l) the obligation, if any, of the Company to redeem or purchase
      Debentures of the series pursuant to any sinking fund or analogous
      provisions (including payments



                                       10
<PAGE>   18
      made in cash in anticipation of future sinking fund obligations) or at the
      option of a Holder and the date or dates on which or the period or periods
      within which, the price or prices at which, and the terms and conditions
      upon which, Debentures of the series shall be redeemed or purchased, in
      whole or in part, pursuant to such obligation;

           (m) the form of the Debentures of the series, including the form of
      the Certificate of Authentication for such series;

           (n) the right or obligation of any Holder or the Company or the
      applicable Trust to convert or exchange any Debenture into other
      securities of the Company or such Trust and the terms and conditions of
      any such conversion or exchange and, if so provided, the terms and
      conditions upon which such conversion or exchange will be effected,
      including, the conversion or exchange price, the conversion or exchange
      date(s) or period(s), provisions as to whether conversion or exchange will
      be at the option of the Holder or the Company or such Trust, the events
      requiring adjustment of the conversion or exchange price and provisions
      affecting conversion or exchange in the event of redemption of the
      Debenture of any series and any deletions from or modifications or
      additions to this Indenture to permit or to facilitate the issuance of
      such convertible or exchangeable Debentures or the administration thereof;

           (o) whether the Debentures are issuable as a Global Debenture and, in
      such case, the identity of the Depository for such series;

           (p) any and all other terms with respect to such series (which terms
      shall not be inconsistent with the terms of this Indenture);

           (q) the name of the applicable Trust (which shall distinguish such
      statutory business trust from all other Trusts) to which the Debentures of
      such series are to be deposited as assets and the date of its Trust
      Agreement; and

           (r) any trustees, authenticating or paying agents, transfer agents or
      registrars or any other agents with respect to the Debentures of such
      series.

           The Debentures of any series and the Trustee's Certificate of
Authentication to be borne by such Debentures shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution and as set forth in an Officer's Certificate,
and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this 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



                                       11
<PAGE>   19
exchange on which Debentures of that series may be listed, or to conform to
usage, all as may be determined by the Officers executing such Debentures, as
evidenced by their execution of such Debentures.

           All Debentures of any one series shall be substantially identical
except as may otherwise be provided by the Company in or pursuant to the Board
Resolution and set forth in the Officer's Certificate or in any indenture or
indentures supplemental hereto pertaining to such series of Debentures. The
terms of the Debentures of any series may provide, but not limited to, that the
Debentures shall be authenticated and delivered by the Trustee on original issue
from time to time upon written order of persons designated in the Officer's
Certificate or supplemental indenture (telephonic instructions to be promptly
confirmed in writing by such person) and that such persons are authorized to
determine, consistent with such Officer's Certificate or any applicable
supplemental indenture, such terms and conditions of the Debentures of such
series as are specified in such Officer's Certificate or supplemental indenture.
All Debentures of any one series need not be issued at the same time and, unless
otherwise so provided by the Company, a series may be reopened for issuances of
additional Debentures of such series or to establish additional terms of such
series of Debentures.

           If any of the terms of the Debentures of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth the terms of such series.

           Section 2.2 Payment of Principal and Interest. Unless otherwise
specified pursuant to Section 2.1(e), interest on the Debentures shall be
computed on the basis of a 360-day year composed of twelve 30-day months.

           Unless otherwise provided with respect to a series of Debentures,

           (a) the principal and Redemption Price of and interest on each
      Debenture shall be payable in such coin or currency of the United States
      of America as at the time of payment is legal tender for the payment of
      public and private debts;

           (b) the principal and Redemption Price of any Debenture and interest
      payable on the Stated Maturity Date (if other than an Interest Payment
      Date) or Redemption Date shall be payable upon surrender of such Debenture
      at the Office or Agency of any Paying Agent therefor; and

           (c) interest on any Debenture shall be paid on each Interest Payment
      Date therefor, such interest to be payable by check mailed to the address
      of the Person



                                       12
<PAGE>   20
      entitled thereto as such address appears on the Register; provided
      however, that (i) at the written request of any Holder of at least
      $100,000,000 aggregate principal amount of Debentures received by the
      Registrar not later than the Regular Record Date for such Interest Payment
      Date, interest accrued on such Debentures will be payable by wire transfer
      within the continental United States in immediately available funds to the
      bank account number of such Holder specified in such request and entered
      on the Register by the Registrar and (ii) payments made in respect of
      Global Debentures shall be made in immediately available funds to the
      Depository.

           Except as specified pursuant to Section 2.1 or Section 4.1(b),
interest on any Debenture which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Debenture (or one or more Predecessor Debentures) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Debenture which is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called "Defaulted Interest") shall
forthwith cease to be payable to the Holder on the relevant Regular Record Date
by virtue of having been such Holder, and such Defaulted Interest may be paid by
the Company, at its election in each case, as provided in clause (i) and (ii)
below:

                (i) The Company may elect to make payment of any Defaulted
           Interest to the Persons in whose names the Debentures (or their
           respective Predecessor Debentures) 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, not less than 25 Business Days prior to the date of the
           proposed payment, notify the Trustee and the Paying Agent in writing
           of the amount of Defaulted Interest proposed to be paid on each
           Debenture and the date of the proposed payment, and at the same time
           the Company shall deposit with the Paying Agent 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
           Paying Agent in the Paying Agent's sole discretion 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 provided in this clause. The Special Record
           Date for the payment of such Defaulted Interest shall be the close of
           business not more than 15 nor less than 10 days prior to the date of
           the proposed payment. The Trustee shall, in the name and at the
           expense of the Company, cause notice of the proposed payment of such
           Defaulted Interest and the Special Record Date therefor to be given
           to the Holders thereof, 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 given, such
           Defaulted Interest shall be paid to the Persons in whose names the
           Debentures (or their respective



                                       13
<PAGE>   21
           Predecessor Debentures) are registered at the close of business on
           such Special Record Date and shall no longer be payable pursuant to
           the following clause (ii).

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

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

           If any convertible Debenture of any series is converted after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Debenture with respect to which the Stated Maturity Date is
prior to such Interest Payment Date), interest that is due on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion, and such interest (whether or not punctually paid or duly provided
for) shall be paid to the Person in whose name that Debenture is registered at
the close of business on such Regular Record Date. Except as otherwise expressly
provided in the immediately preceding sentence, in the case of any Debenture
that is converted, interest shall not be payable if the Regular Record Date is
after the date of conversion of such Debenture.

           Section 2.3 Execution, Authentication and Delivery. (a) The
Debentures shall be executed on behalf of the Company by its Chief Executive
Officer, its Chief Financial Officer, its President or one of its Vice
Presidents, its Treasurer or one of its Assistant Treasurers under its corporate
seal imprinted or reproduced thereon, and attested by its Secretary or one of
its Assistant Secretaries. The signature of any such Officer on the Debentures
may be manual or facsimile.

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



                                       14
<PAGE>   22
           (c) No Debenture shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debenture a Certificate of Authentication duly executed by the Trustee by manual
signature of an authorized signatory, and such Certificate of Authentication
upon any Debenture shall be conclusive evidence, and the only evidence, that
such Debenture has been duly authenticated and made available for delivery
hereunder.

           (d) The Trustee shall authenticate and deliver Debentures of a
series, for original issue, at one time or from time to time in accordance with
the Company Order referred to below, upon receipt by the Trustee of:

                (i) a Board Resolution as required by Section 2.1;

                (ii) a Company Order requesting the authentication and delivery
           of such Debentures and stating the identity of the applicable Trust
           and the aggregate liquidation amount of the Trust Securities to be
           issued by such Trust concurrently with such Debentures;

                (iii) an Officer's Certificate or, unless previously delivered,
           a supplemental indenture hereto setting forth the form of such
           Debentures and, except as set forth in a Board Resolution,
           establishing the terms thereof;

                (iv) such Debentures, executed on behalf of the Company in
           accordance with clause (a) of this Section;

                (v) an Opinion of Counsel to the effect that:

                      (1) the form or forms and the terms of such Debentures
                have been duly authorized by the Company and have been
                established in conformity with the provisions of this Indenture;

                      (2) such Debentures, when authenticated and delivered by
                the Trustee and issued and delivered by the Company in the
                manner and subject to any conditions specified in such Opinion
                of Counsel, will have been duly issued under this Indenture and
                will constitute valid and legally binding obligations of the
                Company, entitled to the benefits provided by this Indenture,
                and enforceable in accordance with their terms, subject, as to
                enforcement to laws relating to or affecting generally the
                enforcement of creditors' rights, including bankruptcy and
                insolvency laws, and to general principles of equity (regardless
                of whether such enforceability is considered in a proceeding in
                equity or at law);



                                       15
<PAGE>   23
                      (3) any supplemental indenture referred to in clause (iii)
                above has been duly authorized, executed and delivered by the
                Company and is a valid instrument legally binding upon the
                Company, enforceable in accordance with its terms, subject as to
                enforcement to laws relating to or affecting generally the
                enforcement of creditors' rights, including, bankruptcy and
                insolvency laws, and to general principles of equity (regardless
                of whether such enforceability is considered in a proceeding in
                equity or at law);

                      (4) all consents, approvals and orders of any commission,
                governmental authority or agency required in connection with the
                issuance and delivery of such Debentures have been obtained; and

                (vi) an Officer's Certificate delivered in accordance with 12.4
           and certifying that no Default or Event of Default has occurred and
           is continuing.

           The Trustee shall have the right to decline to authenticate and
deliver any Debentures under this Section if the Trustee, being advised by
counsel, determines that such action may not lawfully be taken or if the Trustee
in good faith shall determine that such action would expose the Trustee to
personal liability to existing Holders.

           (e) The Trustee shall act as the initial authenticating agent.
Thereafter, the Trustee may appoint an authenticating agent. Each authenticating
agent shall be accept able to the Company and, except as provided in or pursuant
to this Indenture, shall at all times be a corporation that would be permitted
by the TIA to act as trustee under an indenture qualified under the TIA, is
authorized under applicable law and by its charter to act as an authenticating
agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an
authenticating agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect specified in this Section. An authenticating agent may authenticate
Debentures whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. The Company shall pay any authenticating agent appointed by the Trustee
reasonable compensation for its services. The provisions set forth in Sections
7.2, 7.3 and 7.7 shall be applicable to any authenticating agent.

           (f) If all the Debentures of any series are not to be issued at one
time, it shall not be necessary to deliver an Opinion of Counsel and an
Officer's Certificate at the time of issuance of each Debenture, but such
opinion and certificate, with appropriate modifications, shall be delivered at
or before the time of issuance of the first Debenture of such series. After any
such first delivery, any separate request by the Company that the Trustee
authenticate Debentures of such series for original issue will be deemed to be a
certifica-

                                       16
<PAGE>   24
tion by the Company that all conditions precedent provided for in this Indenture
relating to authentication and delivery of such Debentures continue to have been
complied with.

           Section 2.4 Registrar and Paying and Conversion Agents. The Company
shall maintain or cause to be maintained, in The City of New York, an Office or
Agency where the Debentures may be presented for registration of transfer or for
exchange ("Registrar"), a Paying Agent at whose Office the Debentures may be
presented or surrendered for payment, a conversion agent at whose Office the
Debentures may be presented and surrendered in the event of a conversion or
exchange ("Conversion Agent"), and an Office or Agency where notices and demands
to or upon the Company in respect of the Debentures and this Indenture may be
served. The Registrar shall keep a register (the "Register") of the Debentures
and of their transfer and exchange. The Company may have one or more
co-Registrars and one or more additional Paying Agents and Conversion Agents.
The term Registrar includes any additional registrar, the term Paying Agent
includes any additional paying agent and the term Conversion Agent includes any
additional conversion agent.

           Unless otherwise specified in or pursuant to this Indenture or the
Debentures, the Trustee shall be the initial Registrar and Paying Agent for each
series of Debentures. The Company shall have the right to remove and replace
with or without cause from time to time the Registrar or Paying Agent for any
series of Debentures; provided that no such removal or replacement shall be
effective until a successor Registrar or Paying Agent, as the case may be, with
respect to such series of Debentures shall have been appointed by the Company
and shall have accepted such appointment by the Company. In the event that the
Trustee shall not be or shall cease to be Registrar with respect to a series of
Debentures, it shall have the right to examine the Register for such series at
all reasonable times. There shall be only one Register for each series of
Debentures.

           The Company shall enter into an appropriate agency agreement with any
Registrar, Paying Agent, Conversion Agent or co-Registrar (if not the Company or
the Trustee or an Affiliate of the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall give
prompt written notice to the Trustee and to the Holders of any change of
location of the Office or Agency of such Registrar, Paying Agent, Conversion
Agent or co-Registrar. If at any time the Company shall fail to maintain or
cause to be maintained any such required Office or Agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the address of the Trustee set
forth in Section 13.2 hereof. The Company shall notify the Trustee of the name
and address of any such agent. If the Company fails to maintain a Registrar,
Paying Agent, Conversion Agent or agent for service of notices or demands, the
Trustee shall act as such and shall be entitled to appropriate compensation
therefor pursuant to Section 7.7. The Company or any Affiliate



                                       17
<PAGE>   25
of the Company may act as Paying Agent, Registrar, Conversion Agent or
co-Registrar or agent for service of notices and demands.

           The Company may also from time to time designate one or more other
Offices or Agencies where the Debentures may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations. The
Company will give prompt written notice to the Trustee and to the Holders of any
such designation or rescission and of any change in location of any such other
Office or Agency.

           Section 2.5 Paying Agent to Hold Money in Trust. Except as otherwise
provided herein, prior to 10:00 a.m. New York City time on each due date of the
principal of and premium, if any, and interest on any Debenture, the Company
shall deposit with the Paying Agent a sum of money sufficient to pay such
principal, premium, if any, and interest so becoming due. The Company shall
require each Paying Agent (other than the Trustee or the Company) to agree in
writing that such Paying Agent shall (i) hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of and premium, if any, and interest on the Debentures and shall
notify the Trustee of any default by the Company in making any such payment; and
(ii) at any time during the continuance of any such default, upon the request of
the Trustee, pay to the Trustee all money so held in trust and account for any
money disbursed by it. The Company at any time may require the Paying Agent to
pay all money held by it to the Trustee and to account for any money disbursed
by it. Upon doing so, the Paying Agent (if other than the Company) shall have no
further liability for the money so paid over to the Trustee. If the Company, a
Subsidiary or an Affiliate of either of them acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust
fund for the benefit of the Holders.

           Section 2.6 Debentureholder Lists. The Trustee shall preserve, in as
current a form as is reasonably practicable, the most recent list available to
it of the names and addresses of Debentureholders and shall otherwise comply
with TIA Section 312. If the Trustee is not the Registrar, the Company shall
cause to be furnished to the Trustee on or before the Record Date for each
Interest Payment Date and at such other times as the Trustee may request in
writing, within five Business Days of such request, a list, in such form and as
of such date as the Trustee may reasonably require, of the names and addresses
of Debentureholders.

           Section 2.7 Transfer and Exchange. When Debentures are presented to
the Registrar or a co-Registrar with a request to register the transfer thereof
or to exchange them for an equal principal amount of Debentures of the same
series of other authorized denominations, the Registrar shall register the
transfer or make the exchange as requested if its reasonable requirements for
such transactions are met. To permit registrations of



                                       18
<PAGE>   26
transfer and exchanges, the Company shall execute and the Trustee shall
authenticate Debentures, all at the Registrar's request.

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

           The Company shall not require payment of a service charge for any
registration of transfer or exchange of Debentures, but the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental
charges that may be imposed in connection with the registration of the transfer
or exchange of Debentures from the Debentureholder requesting such transfer or
exchange (other than any exchange of a temporary Debenture for a definitive
Debenture not involving any change in ownership).

           The Company shall not be required to make, and the Registrar need not
register, transfers or exchanges of (a) any Debenture for a period beginning at
the opening of business 15 days before the mailing or first publication of a
notice of redemption of Debentures of such series to be redeemed and ending at
the close of business on the day of such mailing or (b) any Debenture selected,
called or being called for redemption, except, in the case of any Debenture to
be redeemed in part, the portion thereof not to be redeemed.

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

           Prior to due presentment for the registration of a transfer of any
Debenture, the Company, the Trustee, the Registrar and any other agent may deem
and treat the Person in whose name any Debenture is registered as the absolute
owner of such Debenture for the purpose of receiving payment of principal of and
premium, if any, and interest on such Debentures and for all other purposes, and
none of the Company, the Trustee, the Registrar or any other agent shall be
affected by notice to the contrary.

           Each Debentureholder agrees to indemnify the Company, the Registrar
and the Trustee against any liability that may result from the transfer or
exchange of such Holder's Debenture in violation of any provision of this
Indenture and/or applicable United States federal or state securities law.



                                       19
<PAGE>   27
           Section 2.8 Replacement Debentures. If (a) any mutilated Debenture is
surrendered to the Company or the Trustee, or (b) the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any
Debenture, and there is delivered to the Company and the Trustee such Debenture
or indemnity as may reasonably be required by them to save each of them
harmless, then, in the absence of notice to the Company or the Trustee that such
Debenture has been acquired by a bona fide purchaser, the Company shall execute
in exchange for any such mutilated Debenture, or in lieu of any such destroyed,
lost or stolen Debenture, a new Debenture of the same series and of like tenor
and principal amount, bearing a number not contemporaneously outstanding, and
the Trustee shall authenticate and make such new Debenture available for
delivery.

           In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, or is about to be redeemed by the
Company pursuant to Article 3, the Company in its discretion may, instead of
issuing a new Debenture, pay or purchase such Debenture, as the case may be.

           Upon the issuance of any new Debentures under this Section, the
Company or the Trustee 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 reasonable fees and expenses of the Trustee) in
connection therewith.

           Every new Debenture issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Debenture shall constitute an original
additional contractual obligation of the Company (whether or not the mutilated,
destroyed, lost or stolen Debenture shall be at any time enforceable) and shall
be entitled to all benefits of this Indenture equally and ratably with any and
all other Debentures duly issued hereunder.

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

           Section 2.9 Outstanding Debentures; Determinations of Holders'
Action. Debentures outstanding at any time are all the Debentures authenticated
by the Trustee except for those canceled by it, those delivered to it for
cancellation, those mutilated, destroyed, lost or stolen Debentures referred to
in Section 2.8, those redeemed by the Company pursuant to Article 3, and those
described in this Section as not outstanding. A Debenture does not cease to be
outstanding because the Company or a Subsidiary or Affiliate thereof holds the
Debenture; provided, however, that in determining whether the Holders of the
requisite principal amount of Debentures have given or concurred in any request,
demand, authorization, direction, notice, consent or waiver hereunder,



                                       20
<PAGE>   28
Debentures owned by the Company or a Subsidiary or Affiliate (other than any
Trust so long as any of the Capital Securities of such Trust are outstanding)
shall be disregarded and deemed not to be outstanding.

           Subject to the foregoing, only Debentures outstanding at the time of
such determination shall be considered in any such determination (including
determinations pursuant to Articles 3, 6 and 9).

           If a Debenture is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee receives proof reasonably satisfactory to it that
the replaced Debenture is held by a bona fide purchaser.

           If the principal amount of any Debenture is paid under Section 4.1,
it ceases to be outstanding and interest on such Debenture shall cease to
accrue.

           If the Paying Agent (other than the Company) holds, in accordance
with this Indenture, at the Stated Maturity Date or on a Redemption Date, money
sufficient to pay all of the principal, premium, if any, and interest on the
Debentures payable on that date, then immediately on the Stated Maturity Date or
such Redemption Date, as the case may be, such Debentures shall cease to be
outstanding, and interest, if any, on such Debentures shall cease to accrue.

           Section 2.10 Temporary Debentures. The Company may execute temporary
Debentures, and upon the Company's Order, the Trustee shall authenticate and
make such temporary Debentures available for delivery. Temporary Debentures
shall be printed, lithographed, typewritten, mimeographed or otherwise produced,
in any authorized denomination, in the same series and principal amount and of
like tenor as the definitive Debentures in lieu of which they are issued and
with such appropriate insertions, omissions, substitutions and other variations
as the Officers of the Company executing such Debentures may determine, as
conclusively evidenced by their execution of such Debentures. Such temporary
Debentures may be in global form.

           Except in the case of temporary Debentures in global form, which
shall be exchanged in accordance with the provisions thereof, after the
preparation of definitive Debentures, the temporary Debentures shall be
exchangeable for definitive Debentures of the same series upon surrender of the
temporary Debentures at the Office or Agency of the Company designated for such
purpose pursuant to Section 2.4, without charge to the Holders thereof. Upon
surrender for cancellation of any one or more temporary Debentures, the Company
shall execute a like principal amount of definitive Debentures of the same
series of authorized denominations, and the Trustee, upon receipt of a Company
Order, shall authenticate and make such Debentures available for delivery in
exchange



                                       21
<PAGE>   29
therefor. Until so exchanged, the temporary Debentures shall in all respects be
entitled to the same benefits under this Indenture as definitive Debentures.

           Section 2.11 Book-Entry System. In order to utilize a book-entry-only
system for all or any portion of the Debentures of any series, all or a portion
of the Debentures of any series may be issued in the form of one or more fully
registered Debentures of the same series for the aggregate principal amount of
such Debentures (a "Global Debenture"), which Global Debenture shall be
registered in the name of the depository (the "Depository") selected by the
Company or in the name of such Depository's nominee. The Company initially
appoints The Depository Trust Company ("DTC") to act as Depository with respect
to the Global Debentures. The Trustee is authorized to enter into a letter of
representation with DTC on a form provided to the Trustee by the Company and to
act in accordance with such letter. Each Global Debenture shall be delivered by
the Trustee to the Depository or pursuant to the Depository's instruction and
shall bear a legend substantially to the following effect:

           "THIS DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY OR A NOMINEE OF THE DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR
DEBENTURES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE 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) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES."

           Notwithstanding any other provision of this Section or of Section
2.7, a Global Debenture may be transferred in whole but not in part and in the
manner provided in Section 2.7, only by a nominee of the Depository for such
series, or by the Depository or any such nominee of a successor Depository for
such series selected or approved by the Company or to a nominee of such
successor Depository.

           If (a) at any time the Depository for Global Debentures of any series
of Debentures notifies the Company that it is unwilling or unable to continue as
Depository for such Global Debentures or if at any time the Depository for such
Global Debentures shall no longer be a clearing agency registered or in good
standing under the Exchange Act or other applicable statute or regulation, and a
successor Depository for such Global Debentures is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, or (b) the Company



                                       22
<PAGE>   30
determines in its sole discretion that the Debentures of any series shall no
longer be represented by one or more Global Debentures and delivers to the
Trustee an Officer's Certificate evidencing such determination, then the
provisions of this Section shall no longer apply to the Debentures of such
series. In such event, the Company will execute and the Trustee, upon receipt of
an Officer's Certificate evidencing such determination by the Company, will
authenticate and deliver Debentures of such series and of like tenor in
definitive registered form, in authorized denominations, and in aggregate
principal amount equal to the principal amount of the Global Debentures of such
series in exchange for such Global Debentures. Upon the exchange of Global
Debentures for such Debentures in definitive registered form without coupons, in
authorized denominations, the Global Debentures shall be canceled by the
Trustee. Such Debentures in definitive registered form issued in exchange for
Global Debentures pursuant to this Section shall be registered in such names and
in such authorized denominations as the Depository pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such Debentures to the Persons in whose names such
Debentures are so registered.

           Except as provided above or as provided in any supplemental
indenture, owners of beneficial interests in a Global Debenture shall not be
entitled to receive physical delivery of Debentures in definitive form and will
not be considered the Holders thereof for any purpose under this Indenture.

           Members of or participants in the Depository shall have no rights
under this Indenture with respect to any Global Debenture held on their behalf
by the Depository, and such Depository or its nominee, as the case may be, may
be treated by the Company, the Trustee, and any agent of the Company or the
Trustee as the Holder of such Global Debentures for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by the Depository
or impair, as between the Depository and its members or participants, the
operation of customary practices governing exercise of the rights of a Holder of
any Debenture, including but not limited to the granting of proxies or other
authorization of participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder
is entitled to give or take under this Indenture.

           Section 2.12 Cancellation. All Debentures surrendered for payment,
redemption, registration of transfer, exchange or conversion or for credit
against any sinking fund payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and shall be promptly canceled by the
Trustee. The Company may at any time deliver to the Trustee for cancellation any
Debentures previously authenticated and made available for delivery hereunder
which the Company may have



                                       23
<PAGE>   31
acquired in any manner whatsoever, and all Debentures so delivered shall be
promptly canceled by the Trustee. The Company may not reissue or issue new
Debentures to replace Debentures it has paid or delivered to the Trustee for
cancellation. No Debentures shall be authenticated in lieu of or in exchange for
any Debentures canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Debentures held by the Trustee shall
be disposed of by the Trustee in accordance with its customary procedures, and
the Trustee shall upon written request deliver a certificate to the Company of
such disposition.

           Section 2.13 CUSIP Numbers. The Company in issuing the Debentures may
use CUSIP numbers (if then generally in use), and, if so, the Trustee shall use
CUSIP numbers in notices of redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debentures or as contained
in any notice of a redemption and that reliance may be placed only on the other
identification numbers printed on the Debentures, and any such redemption shall
not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee of any change in the CUSIP numbers.

           Section 2.14 Record Date. The Record Date for purposes of determining
the identity of Debentureholders entitled to vote or consent to any action by
vote or consent authorized or permitted under this Indenture shall be determined
as provided for in TIA Section 316(c).


                                    ARTICLE 3

                                   REDEMPTION

           Section 3.1 Redemption; Notice to Trustee. (a) The Company may redeem
the Debentures of any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to Section 2.1.

           (b) If any or all of the Debentures are to be redeemed pursuant to
this Section, the Company shall deliver to the Trustee no more than 60 and no
less than 45 days prior to the Redemption Date a Company Order specifying the
series and principal amount of Debentures to be redeemed and the Redemption
Date, Redemption Price and any of the other information to be provided pursuant
to Section 3.3 for such Debentures. Such Company Order shall be accompanied by a
Board Resolution authorizing such redemption. If the Debentures of a series are
held by a Trust, the Company shall also deliver a copy of such Company Order to
the property trustee for such Trust (the "Property Trustee").



                                       24
<PAGE>   32
           Section 3.2 Selection of Debentures to Be Redeemed. If less than all
the outstanding Debentures of a series are to be redeemed at any time, the
Trustee shall select the Debentures of such series to be redeemed by lot or by
any other method the Trustee considers fair and appropriate. Such method of
redemption shall be in compliance with the requirements of the principal
national securities exchange, if any, on which the Debentures are listed. The
Trustee shall make the selection at least 30 but not more than 60 days before
the Redemption Date from outstanding Debentures of such series not previously
called for redemption. The Trustee shall notify the Company promptly in writing
of the Debentures or portions of Debentures to be redeemed and, in the case of
any Debentures selected for partial redemption, the principal amount thereof to
be redeemed. Provisions of this Indenture that apply to Debentures called for
redemption also apply to portions of Debentures called for redemption.

           Section 3.3 Notice of Redemption. At least 30 days but not more than
60 days before the Redemption Date, the Trustee, in the Company's name and at
the Company's expense, shall mail or cause to be mailed a notice of redemption
by first-class mail, postage prepaid, to each Holder of Debentures to be
redeemed at such Holder's last address as it appears in the Register.

           The notice of redemption shall identify the Debentures to be
redeemed, the provision of the Debentures or this Indenture pursuant to which
the Debentures called for redemption are being redeemed and shall state:

                (a) the Redemption Date;

                (b) the Redemption Price;

                (c) the name and address of the Paying Agent;

                (d) that payment of the Redemption Price of Debentures called
      for redemption will be made only upon surrender of such Debentures to the
      Paying Agent;

                (e) if any Debenture is being redeemed in part, the portion of
      the principal amount of such Debenture to be redeemed and that, after the
      Redemption Date, upon surrender of such Debenture, a new Debenture or
      Debentures in principal amount equal to the unredeemed portion shall be
      issued upon cancellation of the original Debenture;

                (f) that, unless the Company defaults in paying the Redemption
      Price of the Debentures called for redemption, including accrued interest
      thereon to the



                                       25
<PAGE>   33
      Redemption Date, interest will cease to accrue on such Debentures on and
      after the Redemption Date;

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

                (h) in the case of Debentures of any series that are convertible
      or exchangeable into Capital Stock, the conversion or exchange price or
      rate, the date or dates on which or the period or periods during which the
      right to convert or exchange the principal of the Debentures of such
      series to be redeemed will commence or terminate and the place or places
      where such Debentures may be surrendered for conversion or exchange; and

                (i) the CUSIP numbers, if any.

           Any notice of redemption given in the manner provided herein shall be
conclusively presumed to have been given, whether or not such notice is
actually received. Failure to mail any notice or defect in the mailed notice or
the mailing thereof in respect of any Debenture shall not affect the validity of
the redemption of any other Debenture.

           Section 3.4 Effect of Notice of Redemption. After notice of
redemption has been given, Debentures called for redemption shall become due and
payable on the Redemption Date at the Redemption Price and from and after the
Redemption Date (unless the Company shall default in the payment of the
Redemption Price and accrued interest), such Debentures shall cease to bear
interest. Upon the later of the Redemption Date and the date such Debentures are
surrendered to the Paying Agent, such Debentures shall be paid at the Redemption
Price, plus accrued interest to the Redemption Date, provided that installments
of interest on Debentures with an Interest Payment Date which is on or prior to
the Redemption Date shall be payable to the Holders of such Debentures,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and provisions.

           Section 3.5 Deposit of Redemption Price. Prior to 10:00 a.m. New York
City time on the Redemption Date, the Company shall deposit with the Paying
Agent (or if the Company or an Affiliate is the Paying Agent, shall segregate
and hold in trust or cause such Affiliate to segregate and hold in trust) money
sufficient to pay the Redemption Price of, and accrued interest on, all
Debentures to be redeemed on that Redemption Date. The Paying Agent shall return
to the Company any money in excess of the amount sufficient to pay the
Redemption Price of, and accrued interest on, all Debentures to be redeemed and
any interest accrued on the amount deposited pursuant to this Section.



                                       26
<PAGE>   34
           Section 3.6 Debentures Redeemed in Part. Upon surrender of a
Debenture that is redeemed in part, the Company shall issue and, upon the
Company's written request, the Trustee shall authenticate for the Holder a new
Debenture of the same series and in a principal amount equal to the unredeemed
portion of such Debenture.


                                    ARTICLE 4

                                    COVENANTS

           Section 4.1 Payment of Principal, Premium and Interest. (a) The
Company shall pay or cause to be paid the principal of and premium, if any, and
interest (including interest accruing during any Deferral Period and/or on or
after the filing of a petition in bankruptcy or reorganization relating to the
Company, whether or not a claim for post-filing interest is allowed in such
proceeding) on the Debentures on or prior to the dates and in the manner
provided in such Debentures or pursuant to this Indenture. An installment of
principal, premium, if any, or interest shall be considered paid on the
applicable due date if on such date the Trustee or the Paying Agent holds, in
accordance with this Indenture, money sufficient to pay all of such installment
then due. With respect to any Debenture, the Company shall pay interest on
overdue principal and interest on overdue installments of interest (including
interest accruing during any Deferral Period and/or on or after the filing of a
petition in bankruptcy or reorganization relating to the Company, whether or not
a claim for post-filing interest is allowed in such proceeding), to the extent
lawful, at the rate accruing on such Debenture, compounded with the same
frequency as interest is payable on such Debentures. Interest on overdue
interest shall accrue from the date such amounts become overdue.

           (b) Notwithstanding the provisions of Section 4.1(a) or any other
provision herein to the contrary, the Company shall have the right, as provided
in an Officer's Certificate or supplemental indenture issued pursuant to Section
2.1, in its sole and absolute discretion at any time and from time to time while
the Debentures of any series are outstanding, so long as no Event of Default
with respect to such series of Debentures has occurred and is continuing, to
defer payments of interest by extending the interest payment period for such
series of Debentures for the maximum consecutive period, if any, specified for
such series of Debentures, provided that such Deferral Period (or any extension
thereof) may not extend beyond the Stated Maturity Date or Redemption Date of
any Debenture of such series, and must end on an Interest Payment Date or, if
the Debentures are redeemed, on an Interest Payment Date or the Redemption Date
for such Debentures, and provided further that at the end of each Deferral
Period the Company shall pay all interest then accrued and unpaid (together with
interest thereon to the extent permitted by applicable law at the rate accruing
on such Debentures). Prior to the



                                       27
<PAGE>   35
termination of a Deferral Period, the Company may shorten or may further extend
the interest payment period for such series of Debentures, provided that such
Deferral Period together with all such previous and further extensions may not
exceed the maximum consecutive period specified for such series of Debentures,
end on a date other than an Interest Payment Date or extend beyond the Stated
Maturity Date or Redemption Date of any Debenture of such series. The Company
shall give the Trustee written notice of the Company's election to begin a
Deferral Period for any series of Debentures and any shortening or extension
thereof at least five Business Days prior to the earlier of (i) the date the
interest on such Debentures or distributions on the related Capital Securities
are payable or (ii) the date the trustees of a Trust are required to give notice
to the New York Stock Exchange or other applicable self-regulatory organization
or to holders of Capital Securities of such Trust of the record date or the date
such distributions are payable, but in any event not less than five Business
Days prior to such record date. The Company shall give or cause the Trustee to
give notice (a form of which shall be provided by the Company to the Trustee) of
the Company's election to begin a Deferral Period to the Holders by first class
mail, postage prepaid.

           Section 4.2 Limitation on Dividends. If at such time (a) there shall
have occurred an event of which an Officer of the Company has actual knowledge
that is, or after notice or passage of time, or both, would be, an Event of
Default, (b) the Company shall be in default with respect to its payment on
other obligations under the related Guarantee or (c) the Company shall have
given notice of its election to begin a Deferral Period as provided in this
Indenture and shall not have rescinded such notice, and such Deferral Period
shall be continuing, the Company covenants that the Company shall not (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Company's Capital
Stock (which includes common and preferred stock) other than stock dividends
which consist of stock of the same class as that on which the dividends are
being paid, (ii) make any payment of principal, interest or premium, if any, on
or repay or repurchase or redeem or make any other payment in respect of any
debt securities of the Company that rank pari passu with or junior in interest
to the Debentures or (iii) make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks pari passu with or junior in interest to the Debentures.
Restrictions referred to in clauses (i) through (iii) of this Section 4.2 shall
not apply to: (A) dividends or distributions in shares of, or warrants or rights
to subscribe for or purchase shares of, the Company's Capital Stock, (B) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (C)
payments under any Guarantee, (D) as a result of a reclassification of the
Company's Capital Stock or the exchange or conversion of one class or series of
the Company's Capital Stock for another class or series of the Company's Capital
Stock,



                                       28
<PAGE>   36
(E) the purchase of fractional interests in shares of the Company's Capital
Stock pursuant to the conversion or exchange provisions of such Capital Stock or
the security being converted or exchanged or (F) purchases or acquisitions of
shares of the Common Stock in connection with the satisfaction by the Company of
its obligations under any employee benefit plan or any other contractual
obligation of the Company (other than a contractual obligation ranking expressly
by its terms pari passu with or junior in interest to the Debentures).

           Section 4.3 Periodic Reports to Trustee. The Company shall provide to
the Trustee such documents, reports and information as required by Section 314
of the TIA (if any) and the compliance certificate required by Section 314 of
the TIA in the form, in the manner and at the times required by Section 314 of
the TIA. Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

           Section 4.4 Compliance Certificates. (a) The Company shall deliver to
the Trustee, within 120 days after the end of each of the Company's fiscal
years, an Officer's Certificate stating whether or not the signer knows of any
Default or Event of Default. Such certificate shall contain a certification from
the Officer signing the certificate as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this Section, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture. If such
Officer does know of such a Default or Event of Default, the Officer's
Certificate shall describe any such Default or Event of Default, and its status.
Such Officer's Certificate need not comply with Sections 13.4 and 13.5.

           (b) The Company shall deliver to the Trustee any information
reasonably requested by the Trustee in connection with the compliance by the
Trustee or the Company with the TIA.

           Section 4.5 Further Instruments and Acts. Upon request of the
Trustee, the Company shall execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

           Section 4.6 Payment of Expenses of Each Trust. The Company covenants
for the benefit of the Holders of each series of Debentures to pay all of the
obligations, costs and expenses of a Trust (other than payments in respect of
Trust Securities) in accordance



                                       29
<PAGE>   37
with the provisions of its Trust Agreement and to pay the taxes (other than all
United States withholding taxes attributable to such Trust or its assets) of
such Trust in accordance with the provisions of its Trust Agreement in order to
permit such Trust to make distributions on and redemptions of its Capital
Securities in accordance with such Trust Agreement. The Company agrees to
execute those additional agreements as may be necessary or desirable to give
full effect to the agreements set forth in this Section 4.6.

           Section 4.7 Ownership of Common Securities. So long as the Trust
Securities of each Trust remain outstanding, the Company hereby covenants (a) to
maintain 100% direct or indirect ownership of the common securities issued by
such Trust (it being understood that any permitted successor of the Company
under this Indenture may succeed to the Company's ownership of such common
securities), (b) to use its best efforts to cause each Trust (i) to remain a
business trust, except in connection with the distribution of Debentures to the
holders of related Trust Securities in liquidation of such Trust, the
conversion, exchange or redemption of all of such Trust Securities, or certain
mergers, consolidations or amalgamations, each as permitted by the applicable
Trust Agreement, and (ii) to otherwise continue to be classified as a grantor
trust for United States federal income tax purposes, (c) to use its best efforts
to cause each holder of each Trust's Trust Securities to be treated as owning an
undivided beneficial interest in the Debentures and (d) to use its best efforts
not to cause, as sponsor of each Trust, or to permit, as holder of the common
securities, the dissolution, liquidation or winding-up of any Trust, except as
provided in the applicable Trust Agreement.

           Section 4.8 Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 30 days
after the Company becomes aware of the occurrence of any Event of Default or an
event which, with notice or the lapse of time or both, would constitute an Event
of Default, an Officer's Certificate setting forth the details of such Event of
Default or default and the action which the Company proposes to take with
respect thereto.


                                    ARTICLE 5

                              SUCCESSOR CORPORATION

           Section 5.1 When the Company May Merge, Etc. The Company may not (a)
merge with or into or consolidate with, or (b) sell, assign, transfer, lease or
convey all or substantially all of its properties and assets to, any Person,
other than with respect to this clause (b), a direct or indirect wholly-owned
subsidiary of the Company, and no Person shall (x) merge with or into or
consolidate with the Company, or (y) except in the case of any direct or
indirect wholly-owned subsidiary of the Company, sell, assign,



                                       30
<PAGE>   38
transfer, lease or convey all or substantially all of its properties and assets
to the Company, unless:

           (a) the Company is the surviving corporation or the Person formed by
      or surviving such merger or consolidation or to which such sale,
      assignment, transfer, lease or conveyance shall have been made (the
      "Successor") if other than the Company (i) is organized and existing under
      the laws of the United States of America or any state thereof or the
      District of Columbia, and (ii) shall expressly assume by a supplemental
      indenture, executed and delivered to the Trustee, in form satisfactory to
      the Trustee, all the obligations of the Company under the Debentures, this
      Indenture, the Guarantees and the Remarketing Agreement;

           (b) immediately after giving effect to such transaction, no Default
      or Event of Default shall have occurred and be continuing;

           (c) if at the time any capital securities are outstanding, such
      transaction is permitted under the Declaration and the relevant Guarantee;
      and

           (d) the Company delivers to the Trustee an Officer's Certificate and
      an Opinion of Counsel, each stating that such merger, consolidation, sale,
      assignment, transfer, lease or conveyance and such supplemental indenture
      comply with this Indenture.

           The Successor will be the successor to the Company, and will be
substituted for, and may exercise every right and power and become the obligor
on the Debentures with the same effect as if the Successor had been named as the
Company herein but, in the case of a sale, assignment, transfer, lease or
conveyance of all or substantially all of the properties and assets of the
Company, the predecessor Company will not be released from its obligation to pay
the principal of and premium, if any, and interest on the Debentures.


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

           Section 6.1 Events of Default. "Event of Default," wherever used
herein with respect to Debentures of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless such event is specifically deleted
or modified in or pursuant to the supplemental indenture,



                                       31
<PAGE>   39
Board Resolution or Officer's Certificate establishing the terms of such series
pursuant to this Indenture:

           (a) default in the payment, when due, of interest on any Debenture of
      that series and the default continues for a period of 30 days; provided,
      that during any Deferral Period for the Debentures of that series, failure
      to pay interest on the Debentures of that series shall not constitute a
      Default or Event of Default hereunder, or

           (b) default in the payment of the principal of or premium, if any, on
      any Debenture of such series when it becomes due, whether at maturity,
      upon any redemption, by declaration of acceleration of maturity or
      otherwise; or

           (c) default in the performance or breach of any covenant or agreement
      of the Company in this Indenture (other than a covenant or agreement a
      default in the performance or the breach of which is elsewhere in this
      Section specifically dealt with or which has been expressly included in
      this Indenture solely for the benefit of a series of Debentures), and
      continuance of such breach or default for a period of 90 days after
      receipt by the Company of a "Notice of Default"; or

           (d) a court of competent jurisdiction enters:

                (i) a decree or order for relief in respect of the Company in an
           involuntary proceeding under any applicable Bankruptcy Law and such
           decree or order shall remain unstayed and in effect for a period of
           60 consecutive days; or

                (ii) a decree or order adjudging the Company to be insolvent, or
           approving a petition seeking reorganization, arrangement, adjustment
           or composition of the Company and such decree or order shall remain
           unstayed and in effect for a period of 60 consecutive days; or

                (iii) a final and non-appealable order appointing a Custodian of
           the Company or of any substantial part of the property of the
           Company, or ordering the winding up or liquidation of the affairs of
           the Company; or

           (e) the Company pursuant to or within the meaning of any Bankruptcy
      Law: (i) commences a voluntary case or proceeding; (ii) consents to the
      entry of an order for relief against it in an involuntary case or
      proceeding; (iii) files a petition or answer or consent seeking
      reorganization or relief or consents to such filing or to the appointment
      of or taking possession by a Custodian of it or for all or substantially
      all of its property, and such Custodian is not discharged within 60 days;
      (iv) makes a



                                       32
<PAGE>   40
      general assignment for the benefit of its creditors; or (v) admits in
      writing its inability to pay its debts generally as they become due; or

           (f) any other Event of Default provided in or pursuant to this
      Indenture with respect to Debentures of such series.

           The term "Bankruptcy Law" means Title 11 of the United States Code,
or any similar federal or state bankruptcy, insolvency, reorganization or other
law for the relief of debtors. "Custodian" means any receiver, trustee,
assignee, liquidator, sequestrator, custodian or similar official under any
Bankruptcy Law.

           A Default under clause (c) above is not an Event of Default until (i)
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Debentures of that series at the time outstanding and provides a "Notice of
Default" to the Company (ii) the Company does not cure such Default within the
time specified in clause (c) above after receipt of such notice. Any such notice
must specify the Default, demand that it be remedied and state that such notice
is a "Notice of Default."

           Section 6.2 Acceleration. If any Event of Default with respect to the
Debentures of any series other than an Event of Default under clause (d) or (e)
of Section 6.1 occurs and is continuing, the Trustee or the Holders of at least
25% in aggregate principal amount of the Debentures of that series then
outstanding may declare the principal of, and any accrued interest on, all the
Debentures of that series due and payable immediately; provided that in the case
of a series of Debentures then held by a Trust, if upon an Event of Default with
respect to the Debentures of that series the Trustee has, or the Holders of at
least 25% in aggregate principal amount of the Debentures of that series then
outstanding have, failed to declare the principal of, and any accrued interest
on, the Debentures of that series to be immediately due and payable, the holders
of at least 25% in aggregate liquidation amount of the outstanding Capital
Securities of that Trust shall have such right by a notice in writing to the
Company and the Trustee. Upon any such declaration such series of Debentures
shall become due and payable immediately. If an Event of Default specified in
clause (d) or (e) of Section 6.1 occurs, the principal of, and any accrued
interest on, all the Debentures shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Debentureholders.

           The foregoing paragraph, however, is subject to the condition that
if, at any time after the principal of the Debentures of that series shall have
been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debentures
of that series and the principal of and premium, if any, on all Debentures of



                                       33
<PAGE>   41
that series which shall have become due otherwise than by acceleration (with
interest upon such principal and premium, if any, and, to the extent that such
payment is enforceable under applicable law, upon overdue installments of
interest, at the rate accruing on the Debentures of that series to the date of
such payment or deposit) and the amount payable to the Trustee under Section
7.7, and any and all Defaults under the Indenture, other than the nonpayment of
principal of and interest on Debentures of that series which shall not have
become due by their terms, shall have been remedied or waived as provided in
Section 6.4, then and in every such case the Holders of at least a majority in
aggregate principal amount of the Debentures of that series then outstanding, by
written notice to the Company and to the Trustee, may on behalf of all of the
Holders of such series of Debentures rescind and annul such declaration and its
consequences with respect to that series of Debentures; but no such rescission
and annulment shall extend to or shall affect any subsequent default, or shall
impair any right consequent thereon.

           Section 6.3 Other Remedies. If an Event of Default occurs and is
continuing, the Trustee may, in its own name or as trustee of an express trust,
institute, pursue and prosecute any proceeding, including but not limited to,
any action at law or suit in equity or other judicial or administrative
proceeding to collect the payment of principal of or premium, if any, or
interest on the Debentures of the series that is in default, to enforce the
performance of any provision of the Debentures of that series or this Indenture
or to obtain any other available remedy.

           The Trustee may maintain a proceeding even if it does not possess any
of the Debentures or does not produce any of the Debentures in the proceeding. A
delay or omission by the Trustee or any Debentureholder in exercising any right
or remedy accruing upon an Event of Default shall not impair such right or
remedy or constitute a waiver of, or acquiescence in, such Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative.

           Section 6.4 Waiver of Past Defaults. If a Default or Event of Default
with respect to a series of Debentures has occurred and is continuing, the
Holders of at least a majority in aggregate principal amount of the Debentures
of that series at the time outstanding, by notice to the Trustee and the
Company, may waive an existing Default or Event of Default and its consequences
hereunder except a continuing Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any Debenture of that series
(unless such Event of Default has been cured and a sum sufficient to pay all
matured installments of interest and premium, if any and principal due otherwise
than by acceleration has been deposited with the Trustee) or a Default or Event
of Default in respect of a covenant or provision which under this Indenture
cannot be modified or amended without the consent of the holder of each
outstanding Debenture of that series. When a Default or Event of Default is
waived, it is deemed cured and shall cease to exist,



                                       34
<PAGE>   42
but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any consequent right.

           Section 6.5 Control by Holders. The Holders of at least a majority in
aggregate principal amount of the Debentures of a series at the time outstanding
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or of exercising any trust or power conferred
on the Trustee, in respect of such series of Debentures. However, the Trustee
may refuse to follow any direction that conflicts with law or this Indenture or
that the Trustee determines in good faith is unduly prejudicial to the rights of
other Debentureholders or may involve the Trustee in personal liability. The
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction, including withholding notice to the Holders of
the Debentures of a continuing Default (except in the payment of the principal
of (other than any mandatory sinking fund payment) or premium, if any, or
interest on any Debentures) if the Trustee considers it in the interest of the
Holders of the Debentures to do so.

           Section 6.6 Limitation on Suits. Except as provided in Section 6.7 or
6.8, no Holder of Debentures of any series may pursue any remedy with respect to
this Indenture or the Debentures unless:

           (a) the Holders of Debentures of such series give to the Trustee
      written notice stating that an Event of Default with respect to the
      corresponding Debentures of such series has occurred and is continuing;

           (b) the Holders of at least 25% in aggregate principal amount of the
      outstanding Debentures of that series make a written request to the
      Trustee to pursue a remedy;

           (c) the Holders of Debentures of such series provide to the Trustee
      security and indemnity reasonably satisfactory to the Trustee against any
      loss, liability or expense satisfactory to the Trustee;

           (d) the Trustee does not comply with the request within 60 days after
      receipt of the notice, the request and the offer of security and
      indemnity; and

           (e) during such 60 day period, the Holders of at least a majority in
      aggregate principal amount of the Debentures of that series do not give
      the Trustee a direction inconsistent with the request.

           No one or more of such Holders shall have any right in any manner
      whatever by virtue of, or by availing of, any provision of this Indenture
      or any Debenture to affect, disturb or prejudice the rights of any other
      such Holders, or to obtain or seek to obtain priority or preference



                                       35
<PAGE>   43
      over any other of such Holders or to enforce any right under this
      Indenture, except in the manner herein provided and for the equal and
      ratable benefit of all such Holders.

           Section 6.7 Unconditional Right of Holders to Receive Principal,
Premium and Interest. Notwithstanding any other provision of this Indenture, the
Holder of any Debenture shall have the right which is absolute and unconditional
to receive payment of the principal of, premium, if any, and (subject to Section
2.2) interest on such Debenture on the respective due dates expressed in such
Debenture (or, in the case of redemption, on the Redemption Date) and to convert
or exchange such Debentures in accordance with its terms, if applicable, and to
institute suit for the enforcement of such payment or conversion or exchange,
and such right shall not be impaired without the consent of such Holder.

           Section 6.8 Direct Action Right of Holders of Capital Securities. If
an Event of Default has occurred and is continuing and is attributable either to
(a) the failure of the Company to pay the principal of or premium, if any, or
interest on the Debentures on the due date therefor or (b) the failure by the
Company to deliver the required securities or other rights upon an appropriate
conversion or exchange right election, and an event of default has occurred and
is continuing under the applicable Trust Agreement, a holder of the related
Capital Securities, in lieu of any action that may otherwise be taken hereunder
as a Holder of Debentures, may institute a legal proceeding directly against the
Company for enforcement of payment to such holder of the principal of or
premium, if any, or interest on such Debentures having a principal amount equal
to the liquidation amount of the Capital Securities held by such holder or for
enforcement of such conversion or exchange rights, as the case may be (a "Direct
Action"). Notwithstanding anything contained herein to the contrary, the Company
may not amend this Indenture to remove the foregoing right to bring a Direct
Action without the prior written consent of the holders of all of the Capital
Securities outstanding. Notwithstanding any payments made to a holder of Capital
Securities by the Company in connection with a Direct Action, the Company shall
remain obligated to pay the principal of and premium, if any, or interest on the
related Debentures, and the Company shall be subrogated to the rights of the
holder of such Capital Securities with respect to payments on the Capital
Securities to the extent of any payments made by the Company to such holder in
any Direct Action.

           Section 6.9 Collection Suits by the Trustee. The Company covenants
that if

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



                                       36
<PAGE>   44
           (b) default is made in the payment of the principal of or premium, if
      any, on any Debenture on the Stated Maturity Date or Redemption Date
      thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holder of such Debenture, the whole amount then due and payable on such
Debenture for principal, premium, if any, and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium, if any, and on any overdue interest, at the rate or rates
prescribed therefor in such Debenture and in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

           If an Event of Default with respect to Debentures 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 Debentures of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or such Debentures or
in aid of the exercise of any power granted herein, or to enforce any other
remedy available under this Indenture or by law.

           Section 6.10 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or its properties or assets, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

           (a) to file and prove a claim for the whole amount of the principal
      of and premium, if any, and interest on the Debentures 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 of Debentures allowed in such
      judicial proceeding; and



                                       37
<PAGE>   45
           (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 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 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
      7.7.

           Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a
Debenture any plan of reorganization, arrangement, adjustment or composition
affecting the Debentures or the rights of any Holder thereof, or to authorize
the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

           Section 6.11 Priorities. If the Trustee collects any money pursuant
to this Article 6, it shall, subject to Article 10, pay out the money in the
following order:

           FIRST:          to the Trustee for amounts due under Section 7.7;

           SECOND:         to Holders of Debentures in respect of which or for
                           the benefit of which such money has been collected
                           for amounts due and unpaid on such Debentures for the
                           principal thereof or premium, if any, or interest, if
                           any, thereon ratably, without preference or priority
                           of any kind, according to such amounts due and
                           payable on such Debentures; and

           THIRD:          the balance, if any, to the Company.

           Except as otherwise set forth in the Debentures, the Trustee may fix
a Record Date and payment date for any payment to Debentureholders pursuant to
this Section.

           Section 6.12 Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of Debentures or holder
of Capital Securities pursuant to Section 6.7 or 6.8 or a suit by Holders of
Debentures of more than 10% in aggregate principal amount of the outstanding
Debentures of any series or, if a series of



                                       38
<PAGE>   46
Debentures is held by a Trust, the holders of more than 10% in aggregate
liquidation amount of the Capital Securities of that Trust.


                                    ARTICLE 7

                                   THE TRUSTEE

           Section 7.1 Duties and Responsibilities of the Trustee. (a) If an
Event of Default occurs and is continuing with respect to the Debentures of any
series, the Trustee shall exercise the rights and powers vested in it by this
Indenture with respect to that series and use the same degree of care and skill
in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

           (b) Except during the continuance of an Event of Default with respect
to the Debentures of any series, (i) the Trustee need perform only those duties
with respect to that series that are specifically set forth in this Indenture or
the TIA and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and (ii) in the absence of bad faith on its part,
the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee and conforming to the requirements of this Indenture.
However, in the case of any certificates or opinions which by any provision
hereof are specifically required to be furnished to the Trustee, the Trustee
shall examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture (but shall not be required to
confirm or investigate the accuracy of mathematical calculations or other facts
stated therein).

           (c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                (i) this clause (c) does not limit the effect of Section 7.1(b);

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

                (iii) the Trustee shall not be liable with respect to any action
           it takes or omits to take in good faith in accordance with a
           direction (A) received by it pursuant to Section 6.5 or (B) of the
           Holders of a majority in principal amount of any series of
           Debentures.



                                       39
<PAGE>   47
           (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to Section 7.1 (a), (b), (c) and (e) and Section 7.2.

           (e) The Trustee may refuse to perform any duty or exercise any right
or power unless it receives security and indemnity reasonably satisfactory to it
against any loss, liability or expense (including reasonable counsel fees).

           (f) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Indenture or indemnity reasonably satisfactory to the Trustee against such risk
or liability is not reasonably assured to it.

           (g) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall not be liable for interest on any money held by it hereunder except as
otherwise agreed in writing with the Company.

           Section 7.2 Rights of the Trustee. Subject to Section 7.1:

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

           (b) any request or direction of the Company mentioned herein shall be
      sufficiently evidenced by a Company Order (in each case, other than
      delivery of any Debenture to the Trustee for authentication and delivery
      pursuant to Section 2.3 which shall be sufficiently evidenced as provided
      therein) and any resolution of the Board of Directors may be sufficiently
      evidenced by a Board Resolution;

           (c) whenever in the administration of this Indenture the Trustee
      shall deem it desirable that a matter be proved or established prior to
      taking, suffering or omitting any action hereunder, the Trustee (unless
      other evidence shall be herein specifically prescribed) may, in the
      absence of negligence or bad faith on its part, conclusively rely upon an
      Officer's Certificate;

           (d) the Trustee may consult with counsel of its selection and the
      advice of such counsel or any Opinion of Counsel shall be full and
      complete authorization and



                                       40
<PAGE>   48
      protection in respect of any action taken, suffered or omitted by it
      hereunder in good faith and in reliance thereon;

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

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

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

           (h) the Trustee shall not be deemed to have notice of any Default or
      Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact
      such a default is received by the Trustee at the Corporate Trust Office of
      the Trustee, and such notice references the Debentures and this Indenture;
      and

           (i) the rights, privileges, protections, immunities and benefits
      given to the Trustee, including, but not limited to, its right to be
      indemnified, are extended to, and shall be enforceable by, the Trustee in
      each of its capacities hereunder, and to each agent, custodian and other
      Person employed to act hereunder.

           Section 7.3 Not Responsible for Recitals or Issuances of Debentures.
The Trustee makes no representation as to the validity or adequacy of this
Indenture or the Debentures. The Trustee shall not be accountable for the
Company's use of the proceeds from the Debentures, and the Trustee shall not be
responsible for any statement in this Indenture or the Debentures or any report
or certificate issued by the Company hereunder



                                       41
<PAGE>   49
or any registration statement relating to the Debentures (other than the
Trustee's Certificate of Authentication and the Trustee's Statement of
Eligibility on Form T-1), or the determination as to which beneficial owners are
entitled to receive any notices hereunder.

           Section 7.4 May Hold Securities. The Trustee, any Paying Agent, any
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Debentures and, subject to TIA
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Paying Agent, Registrar or such other
agent.

           Section 7.5 Notice of Defaults. If a Default or Event of Default
occurs and is continuing with respect to the Debentures of any series and if it
is known to the Trustee, the Trustee shall mail to each Holder of a Debenture of
that series notice of the Default within 90 days after it becomes known to the
Trustee unless such Default shall have been cured or waived. Except in the case
of a Default described in Section 6.1(a) or (b), the Trustee may withhold such
notice if and so long, as a committee of Responsible Officers in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Debentures of that series. The Trustee shall not be charged with
knowledge of any Default or Event of Default unless a Responsible Officer of the
Trustee shall have actual knowledge of the Default. The second sentence of this
Section shall be in lieu of the proviso to TIA Section 315(b). Said proviso is
hereby expressly excluded from this Indenture, as permitted by the TIA.

           Section 7.6 Reports by Trustee to Holders. Within 60 days after each
[September 1], beginning with the [September 1] next following the date of this
Indenture, and for so long as Debentures remain outstanding, the Trustee shall
mail to each Debentureholder, and such other holders that have submitted their
names to the Trustee for such purpose, a brief report dated as of such
[September 1] in accordance with and to the extent required under TIA Section
313.

           A copy of each report at the time of its mailing to Debentureholders
shall be filed with the Company, the SEC and any securities exchange on which
the Debentures are listed in accordance with TIA Section 313(d). The Company
agrees to promptly notify the Trustee whenever the Debentures become listed on
any securities exchange and of any delisting thereof.



                                       42
<PAGE>   50
           Section 7.7 Compensation and Indemnity. The Company covenants and
      agrees:

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

           (b) to reimburse the Trustee upon its request for reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any provision of this Indenture (including the reasonable
      compensation and the expenses, and advances of its agents and counsel),
      including all reasonable expenses and advances incurred or made by the
      Trustee in connection with any Default or Event of Default or any
      membership on any creditors' committee, except any such expense or advance
      as may be attributable to its negligence, willful misconduct or bad faith;
      and

           (c) to the fullest extent permitted by law, to indemnify each of the
      Trustee, or any predecessor Trustee, its officers, employees, directors,
      shareholders and agents, for, and to hold them harmless against, any and
      all loss, damage, claim, liability or expense, including taxes (other than
      taxes based upon, measured by or determined by the income of the Trustee
      or any predecessor Trustee), incurred without negligence or willful
      misconduct on its part, arising out of or in connection with the
      acceptance or administration of its duties under this Indenture, including
      the reasonable costs and expenses of defending itself against any claim or
      liability in connection with the exercise or performance of any of its
      powers or duties hereunder.

           The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreason ably withheld.

           Before, after or during an Event of Default with respect to the
Debentures of a series, the Trustee shall have a claim and lien prior to the
Debentures of that series as to all property and funds held by it hereunder for
any amount owing it for its fees and expenses or any predecessor Trustee
pursuant to this Section, except with respect to funds held by the Trustee or
any Paying Agent in trust for the payment of principal of or premium, if any, or
interest on Debentures pursuant to Section 2.5 or Section 8.1.



                                       43
<PAGE>   51
           The Company's payment and indemnity obligations pursuant to this
Section are not subject to Article 10 of this Indenture and shall survive the
discharge of this Indenture and the resignation or removal of the Trustee. When
the Trustee renders services or incurs expenses after the occurrence of a
Default specified in Section 6.1(d) or (e), the compensation for services and
expenses are intended to constitute expenses of administration under any
Bankruptcy Law.

           The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

           Section 7.8 Eligibility; Disqualification. (a) The Trustee shall at
all times satisfy the requirements of the TIA Sections 310(a)(1), 310(a)(2) and
310(a)(5). The Trustee (or any Affiliate thereof which has unconditionally
guaranteed the obligations of the Trustee hereunder) shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recently
published annual report of condition. If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

           (b) The Trustee shall comply with TIA Section 310(b). In determining
whether the Trustee has conflicting interests as defined in TIA Section
310(b)(1), the provisions contained in the proviso to TIA Section 310(b)(1) and
the Trustee's Statement of Eligibility on Form T-1 shall be deemed incorporated
herein.

           Section 7.9 Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.10.

           (b) The Trustee may resign at any time with respect to the Debentures
of one or more series by giving written notice thereof to the Company. Upon
receiving such notice of resignation the Company shall promptly appoint a
successor trustee in accordance with Section 7.10. If the instrument of
acceptance by a successor Trustee required by Section 7.10 shall not have been
delivered to the Trustee within 60 days after the giving of such notice of
resignation, the resigning Trustee may petition, at the expense of the Company,
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Debentures of such series.

           (c) If the Trustee has or shall acquire any conflicting interest, as
defined in Section 310(b) of the TIA, with respect to the Debentures of any
series, it shall, within 90 days after ascertaining it has such conflicting
interest, either eliminate the conflicting



                                       44
<PAGE>   52
interest or resign with respect to the Debentures of that series in the manner
set forth in this Section.

           (d) The Trustee may be removed at any time with respect to the
Debentures of any series by Act of the Holders of at least a majority in
principal amount of the outstanding Debentures of such series, delivered to the
Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 30 days after the
giving of such notice of removal, the Trustee being removed may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series.

           (e) If at any time:

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

                (ii) the Trustee shall cease to be eligible under Section 7.8(a)
           and shall fail to resign after written request therefor by the
           Company or by any such Holder, or

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

then, in any such case, (1) the Company by a Board Resolution may remove the
Trustee with respect to all Debentures, or (2) subject to Section 6.12, any
Holder of a Debenture who has been a bona fide Holder of a Debenture for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Debentures of such series and the appointment of a successor
Trustee or Trustees.

           (f) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Debentures of one or more series, the Company, by or pursuant to
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Debentures of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Debentures of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Debentures of any particular series) and shall comply with
the applicable requirements of Section 7.10. If, within one year after such
resigna-

                                       45
<PAGE>   53
tion, removal or incapability, or the occurrence of such vacancy, a successor
Trustee with respect to the Debentures of any series shall be appointed by Act
of the Holders of at least a majority in principal amount of the outstanding
Debentures of such series, notice of such appointment shall be delivered to the
Company and the retiring Trustee. The successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 7.10, become the successor Trustee with
respect to the Debentures of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Debentures of any series shall have been so appointed by the Company or
the Holders of Debentures and accepted appointment in the manner required by
Section 7.10, any Holder of a Debenture who has been a bona fide Holder of a
Debenture of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Debentures of such
series.

           (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Debentures of any series and each
appointment of a successor Trustee with respect to the Debentures of any series
in the manner provided in Section 13.2. Each notice shall include the name of
the successor Trustee with respect to the Debentures of such series and the
address of its Corporate Trust Office.

           Section 7.10 Acceptance of Appointment by Successor. (a) In case of
the appointment hereunder of a successor Trustee with respect to all Debentures,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

           (b) In case of the appointment hereunder of a successor Trustee with
respect to the Debentures of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Debentures of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and deeds of the Trustee with respect to the Debentures of that or those
series which the appointment of such successor Trustee relates, (ii) if the
retiring Trustee


                                       46
<PAGE>   54
is not retiring with respect to all Debentures, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debentures of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (iii) shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustees as co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Debentures of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Debentures of that or those
series to which the appointment of such successor Trustee relates.

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

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

           Section 7.11 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.


                                    ARTICLE 8

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONEYS

           Section 8.1  Satisfaction and Discharge of Indenture.  Upon the
direction of the Company by a Company Order, this Indenture shall cease to be of
further effect with



                                       47
<PAGE>   55
respect to any series of Debentures as specified in such Company Order, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

           (a) either

                (i) all Debentures of such series theretofore authenticated and
           delivered (other than (1) Debentures of such series which have been
           destroyed, lost or stolen and which have been replaced or paid as
           provided in Section 2.8, and (2) Debentures of such series for whose
           payment money has theretofore been deposited in trust or segregated
           and held in trust by the Company and thereafter repaid to the Company
           or discharged from such trust, as provided in Section 8.4) have been
           delivered to the Trustee for cancellation; or

                (ii) all Debentures of such series not theretofore delivered to
           the Trustee for cancellation

                      (1) have become due and payable, or

                      (2) will become due and payable at their stated maturity
                within one year, or

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

           and the Company, in the case of (1), (2) or (3) above, has deposited
           or caused to be deposited with the Trustee as trust funds in trust
           for such purpose, (a) cash (which may be held in an interest bearing
           account insured by the Federal Deposit Insurance Corporation) in an
           amount, or (b) U.S. Government Obligations, maturing as to principal
           and interest at such times and in such amounts as will ensure the
           availability of cash, or (c) a combination thereof, in an amount
           sufficient to pay and discharge the entire indebtedness on such
           Debentures not theretofore delivered to the Trustee for cancellation,
           including the principal of, and premium, if any, and interest on such
           Debentures, to the date of such deposit (in the case of Debentures
           which have become due and payable) or to the Stated Maturity Date or
           Redemption Date thereof, as the case may be; and



                                       48
<PAGE>   56
           (b) the Company has paid or caused to be paid all other sums payable
      hereunder by the Company with respect to the outstanding Debentures of
      such series.

           In the event there are Debentures of two or more series outstanding
hereunder, the Trustee shall be required to execute an instrument acknowledging
satisfaction and discharge of this Indenture only if requested to do so with
respect to Debentures of such series as to which it is Trustee and if the other
conditions thereto are met.

           Notwithstanding the satisfaction and discharge of this Indenture,
with respect to any series of Debentures, the obligations of the Company to the
Trustee under Section 7.7 and, if money shall have been deposited with the
Trustee pursuant to clause (a)(ii) of this Section, the following obligations of
the Company and the Trustee with respect to the Debentures of such series, shall
survive: (i) the rights of registration of transfer and exchange of Debentures
of such series, (ii) the replacement of apparently mutilated, defaced,
destroyed, lost or stolen Debentures of such series, (iii) the rights of the
Holders of the Debentures of such series to receive payments of the principal of
and premium, if any, interest on the Debentures of such series, (iv) the rights
of the Holders of the Debentures of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, (v) the obligation of the Company to maintain an Office or Agency for
payments on and registration of transfer of the Debentures of such series, (vi)
the rights, obligations and immunities of the Trustee hereunder, and (vii) any
rights to convert or exchange the Debentures of such series into other
securities or rights in accordance with their terms.

           Section 8.2 Application by Trustee of Funds Deposited for Payment of
Debentures. Subject to Section 8.4, all moneys deposited with the Trustee
pursuant to Section 8.1 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 Debentures of the series for the
payment or redemption of which such moneys have been deposited 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.

           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 8.1 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Debentures outstanding hereunder.

           Section 8.3  Repayment of Moneys Held by Paying Agent.  In connection
with the satisfaction and discharge of this Indenture, all moneys then held by
any Paying Agent



                                       49
<PAGE>   57
under this Indenture 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 8.4 Return of Moneys Held by the 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 premium, if any, or
interest on the Debentures of any series and not applied but remaining unclaimed
for two years after the date when such principal, premium, if any, or interest
shall have become due and payable shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Company by the Trustee or such Paying Agent, and the Holders of
such Debentures shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Company for any payment which such Holder may be entitled to collect as a
general unsecured creditor, and all liability of the Trustee or any Paying Agent
with respect to such moneys shall thereupon cease.


                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

           Section 9.1 Supplemental Indentures Without Consent of Holders. From
time to time, when authorized by a resolution of the Board of Directors, the
Company and the Trustee, without notice to or the consent of any Holders of the
Debentures, may amend or supplement this Indenture:

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

           (b) to add to the covenants of the Company for the benefit of the
      Holders of all or any series of Debentures (as shall be specified in such
      supplemental indenture or indentures) or to surrender any right or power
      herein conferred upon the Company; provided, however, that in respect of
      any such additional covenant, or restriction or condition on the Company,
      such supplemental 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; or



                                       50
<PAGE>   58
           (c) to add any additional Events of Default with respect to all or
      any series of Debentures (as shall be specified in such supplemental
      indenture); or

           (d) to change or eliminate any of the provisions of this Indenture,
      provided, that any such change or elimination shall become effective only
      when there is no Debenture outstanding of any series created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision; or

           (e) to establish the form or terms of Debentures of any series as
      permitted by Section 2.1 or, in lieu of any such supplemental indenture,
      the Company may provide the Trustee with an Officer's Certificate with
      respect to the form or terms of such Debentures; or

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

           (g) to cure any ambiguity, to correct or supplement any provision
      herein or in any supplemental indenture which may be defective or
      inconsistent with any other provision herein or in any supplemental
      indenture, or to make any other provisions with respect to matters or
      questions arising under this Indenture or under any supplemental
      indenture, which shall not adversely affect the interests of the Holders
      of Debentures of any series then outstanding in any material respect; or

           (h) to add to, delete from or revise the conditions, limitations and
      restrictions on the authorized amount, terms or purposes of issue,
      authentication and delivery of Debentures as herein set forth; or

           (i) to comply with requirements of the SEC in order to effect or
      maintain qualification of this Indenture under the TIA; or

           (j) to supplement any of the provisions of this Indenture to such
      extent as shall be necessary to permit or facilitate the defeasance and
      discharge of any series of Debentures provided that any such action shall
      not adversely affect the interests of any Holder of a Debenture of such
      series or any other Debenture in any material respect.

           Section 9.2 Supplemental Indentures with Consent of Holders. The
Company and the Trustee may amend this Indenture in any manner not permitted by
Section 9.1 or may waive future compliance by the Company with any provisions of
this Indenture with



                                       51
<PAGE>   59
the consent of the Holders of at least a majority in aggregate principal amount
of the Debentures of each series affected thereby then outstanding. However,
such an amend ment or waiver may not, without the consent of each Holder of any
Debenture affected thereby:

           (a) reduce the principal amount of such Debentures;

           (b) reduce the percentage of the principal amount of such Debentures
      the Holders of which must consent to an amendment of this Indenture or a
      waiver;

           (c) change (i) the stated maturity of the principal of or the
      interest on such Debentures, except in connection with any Deferral
      Period, (ii) the rate of interest (or the manner of calculation thereof)
      on such Debentures, or (iii) the duration of the maximum consecutive
      period that payments of interest on such Debentures may be deferred;

           (d) change adversely to the Holders the redemption, conversion or
      exchange provisions applicable to such Debentures, if any;

           (e) change the currency in respect of which the payments on such
      Debentures are to be made;

           (f) make any change in Article 10 that adversely affects the rights
      of the Holders of the Debentures or any change to any other Section hereof
      that adversely affects their rights under Article 10; or

           (g) change Section 6.7 or 6.8.

           The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
canceled and of no further effect.

           A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Debentures, or which modifies
the rights of the Holders of



                                       52
<PAGE>   60
Debentures of such series with respect to such covenant or other provision,
shall be deemed not to affect the rights under this Indenture of the Holders of
Debentures of any other series.

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

           If certain Holders agree to defer or waive certain obligations of the
Company hereunder with respect to Debentures held by them, such deferral or
waiver shall not affect the rights of any other Holder to receive the payment or
performance required hereunder in a timely manner.

           After an amendment or waiver under this Section becomes effective,
the Company shall mail to each Holder a notice briefly describing the amendment
or waiver. Any failure of the Company to mail such notices, or any defect
therein, shall not, however, in any way impair or affect the validity of such
amendment or waiver.

           Section 9.3 Compliance with Trust Indenture Act. Every supplemental
indenture executed pursuant to this Article 9 shall comply with the TIA.

           Section 9.4 Revocation and Effect of Consents, Waivers and Actions.
Until an amendment, supplement, waiver or other action by Holders becomes
effective, a consent, waiver or any other action by a Holder of a Debenture
hereunder is a continuing consent by the Holder and every subsequent Holder of
that Debenture or portion of the Debenture that evidences the same obligation as
the consenting Holder's Debenture, even if notation of the consent, waiver or
action is not made on such Debenture. However, any such Holder or subsequent
Holder may revoke the consent, waiver or action as to such Holder's Debenture or
portion of the Debenture if the Trustee receives the notice of revocation before
the consent of the requisite aggregate principal amount of such Debentures then
outstanding has been obtained and not revoked. After an amendment, waiver or
action becomes effective, it shall bind every Holder of the Debentures of the
related series, except as provided in Section 9.2.

           The Company may, but shall not be obligated to, fix a Record Date for
the purpose of determining the Persons entitled to consent to any amendment or
waiver. If a Record Date is fixed, then, notwithstanding the first two sentences
of the immediately preceding paragraph, only Holders of Debentures on such
Record Date or their duly designated proxies, and only those Persons, shall be
entitled to consent to such amend ment, supplement or waiver or to revoke any
consent previously given, whether or not



                                       53
<PAGE>   61
such Persons continue to be such after such Record Date. No such consent shall
be valid or effective for more than 90 days after such Record Date.

           Section 9.5 Notation on or Exchange of Debentures. Debentures of the
related series authenticated and made available for delivery after the execution
of any supple mental indenture pursuant to this Article 9 may, and shall, if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supple mental indenture. If the Company shall so
determine, new Debentures so modified to conform to any such supplemental
indenture may be prepared and executed by the Company and authenticated and made
available for delivery by the Trustee in exchange for outstanding Debentures.

           Failure to make the appropriate notification or issue a new Debenture
shall not affect the validity and effect of such supplemental indenture.

           Section 9.6 Execution of Supplemental Indentures. The Trustee shall
execute any supplemental indenture authorized pursuant to this Article 9 if the
supplemental indenture does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. If it does, the Trustee may, but need not, execute
it. In executing such supplemental indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Officer's Certificate
and Opinion of Counsel stating that such supplemental indenture is authorized or
permitted by this Indenture.

           Section 9.7 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article 9, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a
part of this Indenture for all purposes and every Holder of Debentures of the
related series theretofore or thereafter authenticated and made available for
delivery hereunder shall be bound thereby.


                                   ARTICLE 10

                                  SINKING FUNDS

           Section 10.1 Applicability of Article. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Debentures of a
series, except as otherwise permitted or required in or pursuant to this
Indenture or any Debenture of such series issued pursuant to this Indenture.

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



                                       54
<PAGE>   62
any payment in excess of such minimum amount provided for by the terms of
Debentures of such series is herein referred to as an "optional sinking fund
payment." If provided for by the terms of Debentures of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 11.2. Each sinking fund payment shall be applied to the redemption of
Debentures of any series as provided for by the terms of Debentures of such
series and this Indenture.

           Section 10.2 Satisfaction of Sinking Fund Payments with Debentures.
The Company may, in satisfaction of all or any part of any sinking fund payment
with respect to the Debentures of any series to be made pursuant to the terms of
such Debentures (a) deliver outstanding Debentures of such series (other than
any of such Debentures previously called for redemption or any of such
Debentures in respect of which cash shall have been released to the Company),
and (b) apply as a credit Debentures of such series which have been redeemed
either at the election of the Company pursuant to the terms of such series of
Debentures or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debentures, provided that such series of
Debentures have not been previously so credited. Such Debentures shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Debentures for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.
If as a result of the delivery or credit of Debentures of any series in lieu of
cash payments pursuant to this Section, the principal amount of Debentures of
such series to be redeemed in order to exhaust the aforesaid cash payment shall
be less than $100,000, the Trustee need not call Debentures of such series for
redemption, except upon a Company Order, and such cash payment shall be held by
the Trustee or a Paying Agent and applied to the next succeeding sinking fund
payment on Debentures of such series, provided, however, that the Trustee or
such Paying Agent shall at the request of the Company from time to time pay over
and deliver to the Company any cash payment so being held by the Trustee or such
Paying Agent upon delivery by the Company to the Trustee of Debentures of that
series purchased by the Company having an unpaid principal amount equal to the
cash payment requested to be released to the Company.

           Section 10.3 Redemption of Debentures for Sinking Fund. Not less than
60 days prior to each sinking fund payment date for any series of Debentures,
the Company shall deliver to the Trustee an Officer's Certificate specifying the
amount of the next ensuing mandatory sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting of Debentures of that series pursuant to
Section 11.2, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the Trustee any
Debentures to be so credited and not theretofore delivered. If such Officer's



                                       55
<PAGE>   63
Certificate shall specify an optional amount to be added in cash to the next
ensuing mandatory sinking fund payment, the Company shall thereupon be obligated
to pay the amount therein specified. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Debentures to be redeemed
upon such sinking fund payment date in the manner specified in Section 3.2 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 3.3. Such notice having
been duly given, the redemption of such Debentures shall be made upon the terms
and in the manner stated in Sections 3.4 and 3.6.


                                   ARTICLE 11

                          MEETINGS OF DEBENTUREHOLDERS

           Section 11.1 Purposes for Which Meetings May Be Called. A meeting of
Holders of Debentures of any series may be called at any time and from time to
time pursuant to this Article 12 to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Debentures of such
series.

           Section 11.2 Call, Notice and Place of Meetings. (a) The Trustee may
at any time call a meeting of Holders of Debentures of any series for any
purpose specified in Section 12.1, to be held at such time and at such place in
the Borough of Manhattan, The City of New York, or in such other place as the
Trustee shall determine. Notice of every meeting of Holders of Debentures of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 13.2, not less than 20 nor more than 180 days prior
to the date fixed for the meeting.

           (b) In case at any time the Company, by or pursuant to a Board
Resolution, or the Holders of at least 25% in principal amount of the
outstanding Debentures of any series shall have requested the Trustee to call a
meeting of the Holders of Debentures of such series for any purpose specified in
Section 12.1, 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 or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Debentures of such series in the amount above
specified, as the case may be, may determine the time and the place for such
meeting and may call such meeting for such purposes by giving notice thereof as
provided in clause (a) of this Section.



                                       56
<PAGE>   64
           Section 11.3 Persons Entitled to Vote at Meetings. To be entitled to
vote at any meeting of Holders of Debentures of any series, a Person shall be
(a) a Holder of one or more outstanding Debentures of such series, or (b) a
Person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more outstanding Debentures of such series by such Holder or Holders. The
only Persons who shall be entitled to be present or to speak at any meeting of
Holders of Debentures of any series shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

           Section 11.4 Quorum; Action. The Persons entitled to vote at least a
majority in principal amount of the outstanding Debentures of a series shall
constitute a quorum for a meeting of Holders of Debentures of such series;
provided, however, that if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of more than a majority in principal amount of the
outstanding Debentures of a series, the Persons entitled to vote such percentage
in principal amount of the outstanding Debentures of such series shall
constitute a quorum. In the absence of a quorum within 30 minutes after the time
appointed for any such meeting, the meeting shall, if convened at the request of
Holders of Debentures of such series, be dissolved. In any other case the
meeting may be adjourned for a period of not less than 10 days as determined by
the chairman of the meeting prior to the adjournment of such meeting. In the
absence of a quorum at any such adjourned meeting, such adjourned meeting may be
further adjourned for a period of not less than 10 days as determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 12.2(a), except that such notice need be given only once not less than
five days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the
percentage, as provided above, of the principal amount of the outstanding
Debentures of such series which shall constitute a quorum.

           Except as may be limited by Section 9.2, any resolution presented to
a meeting or adjourned meeting duly reconvened at which a quorum is present as
aforesaid may be adopted only by the affirmative vote of the Holders of at least
a majority in principal amount of the outstanding Debentures of that series;
provided, however, that, except as may be limited by Section 9.2, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture or any supplemental indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of the outstanding Debentures of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the outstanding Debentures of such
series.



                                       57
<PAGE>   65
           Any resolution passed or decision taken at any meeting of Holders of
Debentures of any series duly held in accordance with this Section shall be
binding on all the Holders of Debentures of such series, whether or not such
Holders were present or represented at the meeting.

           Section 11.5 Determination of Voting Rights; Conduct and Adjournment
of Meetings. (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Debentures of a series in regard to proof of the holding
of Debentures of such series 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 deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Debentures shall be proved in the manner specified in Section 1.5
and the appointment of any proxy shall be proved in the manner specified in
Section 1.5. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 1.5 or other proof.

           (b) 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 Holders of Debentures as provided in Section 12.2(b), in which
case the Company or the Holders of Debentures of the series 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
vote of the Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting.

           (c) At any meeting each Holder of a Debenture of such series or proxy
shall be entitled to one vote for each $25 principal amount of the outstanding
Debentures of such series held or represented by him; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debenture
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, except as
a Holder of a Debenture of such series or proxy.

           (d) Any meeting of Holders of Debentures of any series duly called
pursuant to Section 12.2 at which a quorum is present may be adjourned from time
to time by Persons entitled to vote at least a majority in principal amount of
the outstanding Debentures of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.



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           Section 11.6 Counting Votes and Recording Action of Meetings. The
vote upon any resolution submitted to any meeting of Holders of Debentures of
any series shall be by written ballots on which shall be subscribed the
signatures of the Holders of Debentures of such series or of their
representatives by proxy and the principal amounts and serial numbers of the
outstanding Debentures of such series 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, at least in duplicate, of
the proceedings of each meeting of Holders of Debentures of any series 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 given as provided in Section 12.2 and, if applicable, Section 12.4.
Each copy shall be signed and verified by the affidavits of the permanent
chairman and secretary of the meeting and one such copy shall be delivered to
the Company, and another to the Trustee to be preserved by the Trustee, the
latter to have attached thereto the ballots voted at the meeting. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.


                                   ARTICLE 12

                                  MISCELLANEOUS

           Section 12.1 Trust Indenture Act Controls. If any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by operation of
Section 318(c) of the TIA, the imposed duties shall control. The provisions of
Sections 310 to 317, inclusive, of the TIA that impose duties on any Person
(including provisions automatically deemed included in an indenture unless the
indenture provides that such provisions are excluded) are a part of and govern
this Indenture, except as, and to the extent, they are, expressly excluded from
this Indenture, as permitted by the TIA.

           Section 12.2 Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be in writing and delivered in
person, by first-class mail, postage prepaid, telecopier or overnight air
courier guaranteeing next day delivery, addressed as follows:



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<PAGE>   67
           if to the Company:

              MetLife, Inc.
              One Madison Avenue
              New York, New York  10010-3690
              Attention:  Treasurer
              Fax:  (212) 578-0266

              with a copy to:

              Debevoise & Plimpton
              875 Third Avenue
              New York, New York  10022
              Attention:  James C.  Scoville
              Fax:  (212) 909-6863

           if to the Trustee:

              The Bank of New York
              101 Barclay Street, Floor 21W
              New York, New York  10286
              Attention: Corporate Trust Administration

           The Company or the Trustee, by giving notice to the other, may
designate additional or different addresses for subsequent notices of
communications.

           Any notice or communication given to a Debentureholder shall be
mailed or delivered to the Debentureholder at the Debentureholder's address as
it appears on the Register of the Registrar and shall be sufficiently given if
mailed within the time prescribed. Any notice or communication shall also be so
mailed to any person described in TIA Section 313(c) to the extent required by
the TIA.

           Failure to give a notice or communication to a Debentureholder or any
defect in it shall not affect its sufficiency with respect to other
Debentureholders. If a notice or communication is given in the manner provided
above, it is duly given, whether or not received by the addressee.

           Any notice or communication to the Trustee shall be deemed to have
been duly given when received by the Corporate Trust Office of the Trustee.



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           If the Company gives a notice or communication to the
Debentureholders, it shall deliver a copy to the Trustee and each Registrar,
Paying Agent or co-Registrar.

           Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Debentureholders shall be filed with the Trustee,
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

           Section 12.3 Communication by Holders with Other Holders.
Debentureholders may communicate pursuant to Section 312(b) of the TIA with
other Debentureholders with respect to their rights under this Indenture or the
Debentures. The Company, the Trustee, the Registrar, the Paying Agent and anyone
else shall have the protection Section 312(c) of the TIA.

           Section 12.4 Certificate and Opinion as to Conditions Precedent. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

           (a) an Officer's Certificate (complying with Section 13.5) stating
      that, in the opinion of such Officer, all conditions precedent to the
      taking of such action have been complied with; and

           (b) if applicable, an Opinion of Counsel (complying with Section
      13.5) stating that, in the opinion of such counsel all such conditions
      precedent to the taking of such action have been complied with.

           Section 12.5 Statements Required in Certificate or Opinion. Each
Officer's Certificate and Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4) shall comply with the provisions of
TIA Section 314(e) and shall include:

           (a) a statement that each Person making such Officer's Certificate or
      Opinion of Counsel 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
      Officer's Certificate or Opinion of Counsel are based;



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<PAGE>   69
           (c) a statement that, in the opinion of such Person, such Person 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 that, in the opinion of such Person, such covenant or
      condition has been complied with; provided, however, that with respect to
      matters of fact not involving any legal conclusion, an Opinion of Counsel
      may rely on an Officer's Certificate or certificates of public officials.

           Section 12.6 Severability Clause. If any provision in this Indenture
or in the Debentures shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

           Section 12.7 Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by or a meeting of
Debentureholders. The Registrar and Paying Agent may make reasonable rules for
their functions.

           Section 12.8 Legal Holidays. A "Legal Holiday" is any day other than
a Business Day. If any specified date (including a date for giving notice) is a
Legal Holiday, the action to be taken on such date shall be taken on the next
succeeding day that is not a Legal Holiday, and if such action is a payment in
respect of the Debentures, unless other wise specified pursuant to Section 2.1
no principal, premium, if any, or interest shall accrue in respect of such
payment for the intervening period.

           Section 12.9  Governing Law.  THIS INDENTURE AND THE DEBENTURES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS PRINCIPLES
OF CONFLICTS OF LAWS.

           Section 12.10 No Recourse Against Others. No director, officer,
employee or stockholder, as such, of the Company shall have any liability for
any obligations of the Company under the Debentures or this Indenture or for any
claim based on, in respect of or by reason of such obligations. By accepting a
Debenture, each Debentureholder shall waive and release all such liability. The
waiver and release shall be part of the consideration for the issuance and sale
of the Debentures.

           Section 12.11 Successors and Assigns. All agreements of the Company
in this Indenture and Debentures shall bind its successors and assigns. All
agreements of the Trustee in this Indenture shall bind its successors and
assigns.



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           Section 12.12 Counterparts. The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. Any signed copy shall be sufficient proof
of this Indenture.

           Section 12.13 No Adverse Interpretation of Other Agreements. This
Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or any Subsidiary or of any other Person. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

           Section 12.14 Table of Contents, Headings, Etc. The Table of
Contents, Cross-Reference Table and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

           Section 12.15 Benefits of the Indenture. Except as otherwise
expressly provided herein with respect to holders of Capital Securities, nothing
in this Indenture or in the Debentures, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder and the
Holders of the Debentures, any benefit or any legal or equitable right, remedy
or claim under this Indenture.

                  [remainder of page intentionally left blank]



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                                   SIGNATURES

           IN WITNESS WHEREOF, the undersigned, being duly authorized, have
executed this Indenture on behalf of the respective parties hereto as of the
date first above written.


                                    METLIFE, INC.,
                                      as Issuer

                                    By: ___________________________
                                         Name:
                                         Title:


                                    THE BANK OF NEW YORK,
                                         as Trustee


                                    By: ___________________________
                                         Name:
                                         Title:


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