<PAGE>

                                                                     Exhibit 4.5

                             SUBORDINATED INDENTURE

                        W. R. BERKLEY CORPORATION, ISSUER

                                       TO

                          THE BANK OF NEW YORK, TRUSTEE

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

                                    INDENTURE

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

                            DATED AS OF JULY 26, 2005

                          SUBORDINATED DEBT SECURITIES

<PAGE>

                         RECONCILIATION AND TIE BETWEEN
             TRUST INDENTURE ACT OF 1939 (THE "TRUST INDENTURE ACT")
                                  AND INDENTURE

<TABLE>
<CAPTION>
Trust Indenture                                                                                                 Indenture
Act Section                                                                                                      Section
---------------------------------------------------------------------------------------------------------       ---------
<S>                                                                                                           <C>
Sections 310(a)(1)........................................................................................         6.8
(a)(2)....................................................................................................         6.8
(b).......................................................................................................         6.9
Sections 312(a)...........................................................................................         7.1
(b).......................................................................................................         7.2
(c).......................................................................................................         7.2
Sections 313(a)...........................................................................................         7.3
(b)(2)....................................................................................................         7.3
(c).......................................................................................................         7.3
(d).......................................................................................................         7.3
Sections 314(a)...........................................................................................         7.4
(c)(1)....................................................................................................         1.2
(c)(2)....................................................................................................         1.2
(e).......................................................................................................         1.2
(f).......................................................................................................         1.2
Sections 316(a) (last sentence)...........................................................................         1.1
(a)(1)(A).................................................................................................         5.2, 5.12
(a)(1)(B).................................................................................................         5.13
(b).......................................................................................................         5.8
Sections 317(a)(1)........................................................................................         5.3
(a)(2)....................................................................................................         5.4
(b).......................................................................................................         10.3
Sections 318(a)...........................................................................................         10.8
</TABLE>

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     Page No.
                                                                                                                     -------
<S>                                                                                                                  <C>
ARTICLE I.          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION......................................        1

Section 1.1.        Definitions..................................................................................        1

Section 1.2.        Compliance Certificates and Opinions.........................................................       13

Section 1.3.        Form of Documents Delivered to Trustee.......................................................       14

Section 1.4.        Acts of Holders..............................................................................       14

Section 1.5.        Notices, etc. to Trustee and Company.........................................................       17

Section 1.6.        Notice to Holders of Securities; Waiver......................................................       17

Section 1.7.        Language of Notices..........................................................................       18

Section 1.8.        Conflict with Trust Indenture Act............................................................       18

Section 1.9.        Effect of Headings and Table of Contents.....................................................       18

Section 1.10.       Successors and Assigns.......................................................................       18

Section 1.11.       Separability Clause..........................................................................       19

Section 1.12.       Holders of Preferred Securities as Third Party Beneficiaries.................................       19

Section 1.13.       Benefits of Indenture........................................................................       19

Section 1.14.       Governing Law; Waiver of Jury Trial..........................................................       19

Section 1.15.       Legal Holidays...............................................................................       19

Section 1.16.       Counterparts.................................................................................       20

Section 1.17.       Judgment Currency............................................................................       20

Section 1.18.       No Security Interest Created.................................................................       20

Section 1.19.       Limitation on Individual Liability...........................................................       21

Section 1.20.       Submission to Jurisdiction...................................................................       21

Section 1.21.       Force Majure.................................................................................       22

ARTICLE II.         SECURITIES FORMS.............................................................................       22

Section 2.1.        Forms Generally..............................................................................       22

Section 2.2.        Form of Trustee's Certificate of Authentication..............................................       23

Section 2.3.        Securities in Global Form....................................................................       23
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
ARTICLE III.        THE SECURITIES...............................................................................       24

Section 3.1.        Amount Unlimited; Issuable in Series.........................................................       24

Section 3.2.        Currency; Denominations......................................................................       28

Section 3.3.        Execution, Authentication, Delivery and Dating...............................................       28

Section 3.4.        Temporary Securities.........................................................................       31

Section 3.5.        Registration, Transfer and Exchange..........................................................       31

Section 3.6.        Mutilated, Destroyed, Lost and Stolen Securities.............................................       35

Section 3.7.        Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain
                    Additional Amounts Preserved.................................................................       36

Section 3.8.        Persons Deemed Owners........................................................................       38

Section 3.9.        Cancellation.................................................................................       38

Section 3.10.       Computation of Interest......................................................................       39

Section 3.11.       Extension of Interest Payment Period.........................................................       39

Section 3.12.       Right of Set-Off.............................................................................       39

Section 3.13.       Agreed Tax Treatment.........................................................................       40

Section 3.14.       Extension of Stated Maturity; Adjustment of Stated Maturity Upon an Exchange.................       40

ARTICLE IV.         SATISFACTION AND DISCHARGE OF INDENTURE......................................................       40

Section 4.1.        Satisfaction and Discharge...................................................................       40

Section 4.2.        Defeasance and Covenant Defeasance...........................................................       42

Section 4.3.        Application of Trust Money...................................................................       46

ARTICLE V.          REMEDIES.....................................................................................       47

Section 5.1.        Events of Default............................................................................       47

Section 5.2.        Acceleration of Maturity; Rescission and Annulment...........................................       49

Section 5.3.        Collection of Indebtedness and Suits for Enforcement by Trustee..............................       51

Section 5.4.        Trustee May File Proofs of Claim.............................................................       52

Section 5.5.        Trustee May Enforce Claims without Possession of Securities or Coupons.......................       52

Section 5.6.        Application of Money Collected...............................................................       53

Section 5.7.        Limitations on Suits.........................................................................       53

Section 5.8.        Unconditional Right of Holders to Receive Principal and any Premium, Interest and
                    Additional Amounts...........................................................................       54
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
Section 5.9.        Restoration of Rights and Remedies...........................................................       55

Section 5.10.       Rights and Remedies Cumulative...............................................................       55

Section 5.11.       Delay or Omission Not Waiver.................................................................       55

Section 5.12.       Control by Holders of Securities.............................................................       55

Section 5.13.       Waiver of Past Defaults......................................................................       56

Section 5.14.       Waiver of Usury, Stay or Extension Laws......................................................       56

Section 5.15.       Undertaking for Costs........................................................................       56

ARTICLE VI.         THE TRUSTEE..................................................................................       57

Section 6.1.        Certain Duties and Responsibilities..........................................................       57

Section 6.2.        Certain Rights of Trustee....................................................................       58

Section 6.3.        Notice of Defaults...........................................................................       60

Section 6.4.        Not Responsible for Recitals or Issuance of Securities.......................................       60

Section 6.5.        May Hold Securities..........................................................................       60

Section 6.6.        Money Held in Trust..........................................................................       61

Section 6.7.        Compensation and Reimbursement...............................................................       61

Section 6.8.        Corporate Trustee Required; Eligibility......................................................       62

Section 6.9.        Resignation and Removal; Appointment of Successor............................................       62

Section 6.10.       Acceptance of Appointment by Successor.......................................................       64

Section 6.11.       Merger, Conversion, Consolidation or Succession to Business..................................       65

Section 6.12.       Appointment of Authenticating Agent..........................................................       65

ARTICLE VII.        HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY.............................................       67

Section 7.1.        Company to Furnish Trustee Names and Addresses of Holders....................................       67

Section 7.2.        Preservation of Information; Communications to Holders.......................................       67

Section 7.3.        Reports by Trustee...........................................................................       68

Section 7.4.        Reports by Company...........................................................................       68

ARTICLE VIII.       CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES...............................................       69

Section 8.1.        Company May Consolidate, Etc., Only on Certain Terms.........................................       69

Section 8.2.        Successor Person Substituted for Company.....................................................       70
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
ARTICLE IX.         SUPPLEMENTAL INDENTURES......................................................................       70

Section 9.1.        Supplemental Indentures without Consent of Holders...........................................       70

Section 9.2.        Supplemental Indentures with Consent of Holders..............................................       71

Section 9.3.        Execution of Supplemental Indentures.........................................................       73

Section 9.4.        Effect of Supplemental Indentures............................................................       74

Section 9.5.        Reference in Securities to Supplemental Indentures...........................................       74

Section 9.6.        Conformity with Trust Indenture Act..........................................................       74

Section 9.7.        Effect on Senior Indebtedness................................................................       74

Section 9.8.        Notice of Supplemental Indenture.............................................................       74

ARTICLE X.          COVENANTS....................................................................................       74

Section 10.1.       Payment of Principal, any Premium, Interest and Additional Amounts...........................       74

Section 10.2.       Maintenance of Office or Agency..............................................................       75

Section 10.3.       Money for Securities Payments to Be Held in Trust............................................       76

Section 10.4.       Additional Amounts...........................................................................       78

Section 10.5.       Corporate Existence..........................................................................       79

Section 10.6.       Waiver of Certain Covenants..................................................................       80

Section 10.7.       Company Statement as to Compliance; Notice of Certain Defaults...............................       80

Section 10.8.       [RESERVED]...................................................................................       81

Section 10.9.       Additional Sums..............................................................................       81

Section 10.10.      Prohibition Against Dividends, etc...........................................................       81

Section 10.11.      Payment of Expenses of Each Trust............................................................       82

Section 10.12.      Ownership of Common Securities...............................................................       82

ARTICLE XI.         REDEMPTION OF SECURITIES.....................................................................       82

Section 11.1.       Applicability of Article.....................................................................       82

Section 11.2.       Election to Redeem; Notice to Trustee........................................................       82

Section 11.3.       Selection by Trustee of Securities to be Redeemed............................................       83

Section 11.4.       Notice of Redemption.........................................................................       83

Section 11.5.       Deposit of Redemption Price..................................................................       85

Section 11.6.       Securities Payable on Redemption Date........................................................       85

Section 11.7.       Securities Redeemed in Part..................................................................       86

Section 11.8.       Right of Redemption of Securities Issued to a Trust..........................................       86
</TABLE>

                                       iv
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
ARTICLE XII.        SINKING FUNDS................................................................................       87

Section 12.1.       Applicability of Article.....................................................................       87

Section 12.2.       Satisfaction of Sinking Fund Payments with Securities........................................       87

Section 12.3.       Redemption of Securities for Sinking Fund....................................................       88

ARTICLE XIII.       REPAYMENT AT THE OPTION OF HOLDERS...........................................................       88

Section 13.1.       Applicability of Article.....................................................................       88

ARTICLE XIV.        SECURITIES IN FOREIGN CURRENCIES.............................................................       89

Section 14.1.       Applicability of Article.....................................................................       89

ARTICLE XV.         MEETINGS OF HOLDERS OF SECURITIES............................................................       89

Section 15.1.       Purposes for Which Meetings May Be Called....................................................       89

Section 15.2.       Call, Notice and Place of Meetings...........................................................       89

Section 15.3.       Persons Entitled to Vote at Meetings.........................................................       90

Section 15.4.       Quorum; Action...............................................................................       90

Section 15.5.       Determination of Voting Rights; Conduct and Adjournment of Meetings..........................       91

Section 15.6.       Counting Votes and Recording Action of Meetings..............................................       92

ARTICLE XVI.        SUBORDINATION OF SECURITIES..................................................................       92

Section 16.1.       Agreement to Subordinate.....................................................................       92

Section 16.2.       Default on Company Senior Indebtedness.......................................................       92

Section 16.3.       Liquidation; Dissolution; Bankruptcy.........................................................       93

Section 16.4.       Subrogation..................................................................................       94

Section 16.5.       Trustee to Effectuate Subordination..........................................................       95

Section 16.6.       Notice by the Company........................................................................       95

Section 16.7.       Rights of the Trustee; Holders of Company Senior Indebtedness................................       96

Section 16.8.       Subordination May Not Be Impaired............................................................       97

Section 16.9.       Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights.........       97
</TABLE>

                                       v

<PAGE>

            INDENTURE, dated as of July 26, 2005 (the "Indenture"), between W.
R. BERKLEY CORPORATION, a company duly organized and existing under the laws of
Delaware (hereinafter called the "Company"), having its principal executive
office located at 165 Mason Street, P.O. Box 2518, Greenwich, Connecticut
06836-2518 and THE BANK OF NEW YORK, a New York banking corporation duly
organized and existing under the laws of the United States of America
(hereinafter called the "Trustee"), having its Corporate Trust Office located at
101 Barclay Street, 8W, New York, New York 10286.

                                    RECITALS

            The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), including, without limitation, Securities issued to
evidence loans made to the Company of the proceeds from the issuance from time
to time by one or more Trusts (as defined herein) of preferred beneficial
interests in the assets of such Trusts (the "Preferred Securities") and common
beneficial interests in the assets of such Trusts (the "Common Securities" and,
collectively with the Preferred Securities, the "Trust Securities"), unlimited
as to principal amount, to bear such rates of interest, to mature at such time
or times, to be issued in one or more series and to have such other provisions
as shall be fixed as hereinafter provided.

            The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

            This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder that are required to be part of this
Indenture and, to the extent applicable, shall be governed by such provisions.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

            For and in consideration of the premises and the purchase of the
Securities by the Holders (as herein defined) thereof, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the
Securities or of any series thereof and any Coupons (as herein defined) as
follows:

                                   ARTICLE I.

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

            Section 1.1. Definitions.

            Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

<PAGE>

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

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

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

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

                  (5) the word "or" is always used inclusively (for example, the
      phrase "A or B" means "A or B or both," not "either A or B but not both").

            Certain terms used principally in certain Articles hereof are
defined in those Articles.

            "Act," when used with respect to any Holders, has the meaning
specified in Section 1.4.

            "Additional Amounts" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing to
such Holders.

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

            "Additional Sums" has the meaning specified in Section 10.9.

            "Additional Taxes" means the sum of any additional taxes, duties and
other governmental charges (other than withholding taxes) to which a Trust has
become subject from time to time as a result of a Tax Event.

            "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; provided, however, that an Affiliate of the
Company shall not be deemed to include any Trust to which Securities in respect
thereof have been issued. For the purposes of this definition, "control," when
used with respect to any specified Person, means the power to direct the

                                       2
<PAGE>

management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have the meanings correlative to the foregoing.

            "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.12 to act on behalf of the Trustee to authenticate
Securities of one or more series.

            "Authorized Newspaper" means a newspaper, in an official language of
the place of publication or in the English language, customarily published on
each day that is a Business Day in the place of publication, whether or not
published on days that are Legal Holidays in the place of publication, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, the successive publications may be
made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any day that is a Business Day in the
place of publication.

            "Authorized Officer" means, when used with respect to the Company,
the Chairman of the Board of Directors, a Vice Chairman, the President, the
Chief Financial Officer, any Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company.

            "Bearer Security" means any Security in the form established
pursuant to Section 2.1 which is payable to bearer. "Board of Directors" means
the board of directors of the Company or any committee of that board duly
authorized to act generally or in any particular respect for the Company
hereunder.

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

            "Business Day," with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Capitalized Lease Obligation" means an obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with generally accepted accounting principles, and the amount of
Indebtedness represented by such obligation shall be the capitalized amount of
such obligation determined in accordance with such principles.

                                       3
<PAGE>

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

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

            "Common Stock" in respect of any Corporation means Capital Stock of
any class or classes (however designated) which has no preference as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, and which is not
subject to redemption by such Corporation.

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

            "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by an
Authorized Officer, and delivered to the Trustee.

            "Company Senior Indebtedness" means, with respect to the Securities
of any particular series, all Indebtedness of the Company outstanding at any
time, except (a) the Securities of such series, (b) Indebtedness as to which, by
the terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is subordinated to or pari passu with the Securities of such
series, (c) Indebtedness of the Company to an Affiliate of the Company, (d)
interest accruing after the filing of a petition initiating any proceeding
relating to the Company referred to in Section 5.1(8) and 5.1(9) unless such
interest is an allowed claim enforceable against the Company in a proceeding
under federal or state bankruptcy laws, (e) trade accounts payable and (f) any
Indebtedness, including all other debt securities and guaranties in respect of
those debt securities, initially issued to (x) any Trust or (y) any trust,
partnership or other entity affiliated with the Company which is a financing
vehicle of the Company or any Affiliate of the Company in connection with the
issuance by such entity of Preferred Securities or other securities which are
similar to Preferred Securities that are guaranteed by the Company pursuant to
an instrument that ranks pari passu with or junior in right of payment to the
Preferred Securities Guarantees.

            "Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country or the confederation which issued
such Foreign Currency and for the settlement of transactions by a central bank
or other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was
established.

                                       4
<PAGE>

            "Corporate Trust Office" means the principal corporate trust office
of the Trustee at which at any particular time its corporate trust business
shall be administered, which office at the date of original execution of this
Indenture is located at The Bank of New York, 101 Barclay Street, 8W, New York,
New York 10286, Attention: Corporate Trust Administration.

            "Corporation" includes corporations and limited liability companies
and, except for purposes of Article 8, associations, companies and business
trusts.

            "Coupon" means any interest coupon appertaining to a Bearer
Security.

            "Currency," with respect to any payment, deposit or other transfer
in respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, means Dollars or the Foreign Currency, as
the case may be, in which such payment, deposit or other transfer is required to
be made by or pursuant to the terms hereof or such Security and, with respect to
any other payment, deposit or transfer pursuant to or contemplated by the terms
hereof or such Security, means Dollars.

            "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Ratings Service, CUSIP Service Bureau.

            "Defaulted Interest" has the meaning specified in Section 3.7.

            "Direct Action" has the meaning specified in Section 5.8.

            "Distributions," with respect to any Trust, has the meaning
specified in the applicable Trust Agreement of such Trust.

            "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

            "Event of Default" has the meaning specified in Section 5.1.

            "Extension Period" has the meaning specified in Section 3.11.

            "Foreign Currency" means any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

            "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments which issued the Foreign Currency in which the principal of or any
premium or interest on such Security or any Additional Amounts in respect
thereof shall be payable, in each case where the payment or payments thereunder
are supported by the full faith and credit of such government or governments or
(ii) obligations of a Person controlled or supervised by and acting as an agency
or instrumentality of the United States of America or such other government or
governments, in each case where the timely payment or payments thereunder are
unconditionally guaranteed as a full faith and credit

                                       5
<PAGE>

obligation by the United States of America or such other government or
governments, and which, in the case of (i) or (ii), are not callable or
redeemable at the option of the issuer or issuers thereof, and shall also
include a depositary receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of interest on
or principal of or other amount with respect to any such Government Obligation
held by such custodian for the account of the holder of a depositary receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Government
Obligation or the specific payment of interest on or principal of or other
amount with respect to the Government Obligation evidenced by such depositary
receipt.

            "Guarantee" means the guarantee provided pursuant to the Guarantee
Agreement.

            "Guarantee Agreement" means the Guarantee Agreement with respect to
the Preferred Securities of a Trust with respect to the Securities of any
series, in each case as amended from time to time.

            "Guarantor" means the Company.

            "Guarantor Senior Indebtedness" means, with respect to the
Securities of any particular series, all Indebtedness of the Guarantor
outstanding at any time, except (a) the Guarantor's obligations under the
Guarantee in respect of the Securities of such series, (b) Indebtedness as to
which, by the terms of the instrument creating or evidencing the same, it is
provided that such Indebtedness is subordinated to or pari passu with the
Guarantor's obligations under the Guarantee in respect of the Securities of such
series, (c) Indebtedness of the Guarantor to an Affiliate of the Guarantor, (d)
interest accruing after the filing of a petition initiating any proceeding
relating to the Guarantor referred to in Section 5.1(8) and 5.1(9) unless such
interest is an allowed claim enforceable against the Guarantor in a proceeding
under federal or state bankruptcy laws, (e) trade accounts payable, (f) the
Guarantor's obligations under the Guarantee in respect of the securities of any
series initially issued to (x) any Trust or (y) any trust, partnership or other
entity affiliated with the Guarantor which is a financing vehicle of the
Guarantor or any Affiliate of the Guarantor in connection with the issuance by
such entity of Preferred Securities or other securities which are similar to
Preferred Securities that are guaranteed by the Guarantor pursuant to an
instrument that ranks pari passu with or junior in right of payment to the
Preferred Securities Guarantees and (g) all Preferred Securities Guarantees and
all guarantees similar to the Preferred Securities Guarantees issued by the
Guarantor on behalf of holders of Preferred Securities of a Trust or other
securities similar to Preferred Securities issued by any trust, partnership or
other entity affiliated with the Guarantor which is a financing vehicle of the
Guarantor or any Affiliate of the Guarantor.

            "Holder," in the case of any Registered Security, means the Person
in whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

            "Indebtedness" means, with respect to any Person, (i) the principal
of and any premium and interest on (a) indebtedness of such Person for money
borrowed and (b)

                                       6
<PAGE>

indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable; (ii) all
Capitalized Lease Obligations of such Person; (iii) all obligations of such
Person issued or assumed as the deferred purchase price of property, all
conditional sale obligations and all obligations under any title retention
agreement (but excluding trade accounts payable arising in the ordinary course
of business); (iv) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (i) through (iii) above)
entered into in the ordinary course of business of such Person to the extent
such letters of credit are not drawn upon or, if and to the extent drawn upon,
such drawing is reimbursed no later than the third Business Day following
receipt by such Person of a demand for reimbursement following payment on the
letter of credit); (v) all obligations of the type referred to in clauses (i)
through (iv) of other Persons and all dividends of other Persons for the payment
of which, in either case, such Person is responsible or liable as obligor,
guarantor or otherwise; (vi) all obligations of the type referred to in clauses
(i) through (v) of other Persons secured by any Lien on any property or asset of
such Person (whether or not such obligation is assumed by such Person), the
amount of such obligation being deemed to be the lesser of the value of such
property or assets or the amount of the obligation so secured; and (vii) any
amendments, modifications, refundings, renewals or extensions of any
indebtedness or obligation described as Indebtedness in clauses (i) through (vi)
above.

            "Indenture" means this instrument as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof and, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

            "Independent Public Accountants" means accountants or a firm of
accountants that, with respect to the Company and any other obligor under the
Securities or the Coupons, are independent public accountants within the meaning
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated by the Commission thereunder, who may be the independent public
accountants regularly retained by the Company or who may be other independent
public accountants. Such accountants or firm shall be entitled to rely upon any
Opinion of Counsel as to the interpretation of any legal matters relating to
this Indenture or certificates required to be provided hereunder.

            "Indexed Security" means a Security the terms of which provide that
the principal amount thereof payable at Stated Maturity may be more or less than
the principal face amount thereof at original issuance.

            "Interest", with respect to any Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity and, when used with respect to a Security which provides for the
payment of Additional Amounts pursuant to Section 10.4, includes such Additional
Amounts.

                                       7
<PAGE>

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

            "Investment Company Event" means, in respect of a Trust, the receipt
by such Trust of an Opinion of Counsel, rendered by an independent law firm
experienced in such matters, to the effect that, as a result of the occurrence
of a change in law or regulation or a change in interpretation or application of
law or regulation by any legislative body, court, governmental agency or
regulatory authority there is more than an insubstantial risk that the Trust is
or will be considered an "investment company" under the 1940 Act that is
required to be registered under this law, which change becomes effective after
July 19, 2005.

            "Judgment Currency" has the meaning specified in Section 1.17

            "Lien" means any mortgage, pledge, lien, security interest or other
encumbrance.

            "Maturity", with respect to any Security, means the date on which
the principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

            "New York Banking Day" has the meaning specified in Section 1.17.

            "1940 Act" means the Investment Company Act of 1940, as amended.

            "Office" or "Agency," with respect to any Securities, means an
office or agency of the Company and the Guarantor maintained or designated in a
Place of Payment for such Securities pursuant to Section 10.2 or any other
office or agency of the Company and the Guarantor maintained or designated for
such Securities pursuant to Section 10.2 or, to the extent designated or
required by Section 10.2 in lieu of such office or agency, the Corporate Trust
Office of the Trustee.

            "Officer's Certificate" means a certificate signed by an Authorized
Officer that complies with the requirements of Section 314 of the Trust
Indenture Act where applicable and is delivered to the Trustee.

            "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or counsel for the Company, as the case may be, or other counsel
who shall be reasonably acceptable to the Trustee, that, if required by the
Trust Indenture Act, complies with the requirements of Section 314 of the Trust
Indenture Act (where applicable).

            "Original Issue Discount Security" means a Security issued pursuant
to this Indenture which provides for declaration of an amount less than the
principal face amount thereof to be due and payable upon acceleration pursuant
to Section 5.2.

                                       8
<PAGE>

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

      (a)   any such Security theretofore cancelled by the Trustee or the
            Security Registrar or delivered to the Trustee or the Security
            Registrar for cancellation;

      (b)   any such Security for whose payment at the Maturity thereof money in
            the necessary amount has been theretofore deposited pursuant hereto
            (other than pursuant to Section 4.2) with the Trustee or any Paying
            Agent (other than the Company or the Guarantor) in trust or set
            aside and segregated in trust by the Company or the Guarantor (if
            the Company shall act as its own, or authorize the Guarantor to act
            as, Paying Agent) for the Holders of such Securities and any Coupons
            appertaining thereto, provided that, if such Securities are to be
            redeemed, notice of such redemption has been duly given pursuant to
            this Indenture or provision therefor satisfactory to the Trustee has
            been made;

      (c)   any such Security with respect to which the Company or the Guarantor
            has effected defeasance pursuant to the terms hereof, except to the
            extent provided in Section 4.2;

      (d)   any such Security which has been paid pursuant to Section 3.6 or in
            exchange for or in lieu of which other Securities have been
            authenticated and delivered pursuant to this Indenture, unless there
            shall have been presented to the Trustee proof satisfactory to it
            that such Security is held by a bona fide purchaser in whose hands
            such Security is a valid obligation of the Company; and

      (e)   any such Security converted or exchanged as contemplated by this
            Indenture into securities of the Company or the Guarantor or another
            issuer, if the terms of such Security provide for such conversion or
            exchange pursuant to Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal amount
of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that pursuant to the terms of
such Original Issue Discount Security would be declared (or shall have been
declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
the principal amount of a Security denominated in a Foreign Currency shall be
the Dollar equivalent, determined on the date of original issuance of such
Security, of the principal amount (or, in the case of an Original Issue Discount
Security, the Dollar equivalent on the date of original issuance of such
Security of the amount determined as

                                       9
<PAGE>

provided in (i) above) of such Security, and (iv) Securities owned by the
Company, the Guarantor or any other obligor upon the Securities or any Affiliate
of the Company, the Guarantor or such other obligor, shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee
shall be protected in making any such determination or relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned which shall have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee's right so to act with respect to
such Securities and (B) that the pledgee is not the Company or any other obligor
upon the Securities or any Coupons appertaining thereto or an Affiliate of the
Company or such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

            "Place of Payment," with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

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

            "Preferred Securities Guarantee" means the guarantee by W. R.
Berkley Corporation, in its capacity as guarantor with respect to the Preferred
Securities of a Trust, of distributions on such Preferred Securities to the
extent provided in the Guarantee Agreement.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same Indebtedness as that
evidenced by such particular Security; and, for the purposes of this definition,
any Security authenticated and delivered under Section 3.6 in exchange for or in
lieu of a lost, destroyed, mutilated or stolen Security or any Security to which
a mutilated, destroyed, lost or stolen Coupon appertains shall be deemed to
evidence the same Indebtedness as the lost, destroyed, mutilated or stolen
Security or the Security to which a mutilated, destroyed, lost or stolen Coupon
appertains.

            "Preferred Stock" in respect of any Corporation means Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends, or as to the distribution of assets upon any voluntary or
involuntary liquidation or dissolution of such Corporation, over shares of
Capital Stock of any other class of such Corporation.

                                       10
<PAGE>

            "Property Trustee," with respect to any Trust, means the entity
acting in the capacity of Property Trustee pursuant to the related Trust
Agreement.

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

            "Redemption Price," with respect to any Security or portion thereof
to be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.

            "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

            "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any, specified
in or pursuant to this Indenture or such Security as the "Regular Record Date".

            "Required Currency" has the meaning specified in Section 1.17.

            "Responsible Officer" means any officer within the corporate trust
department of the Trustee, including vice president, any assistant vice
president, any assistant secretary, assistant treasurer, any trust officer or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the
particular subject and who shall have direct responsibility for administration
of this Indenture.

            "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of Indebtedness, as the case may
be, authenticated and delivered under this Indenture; provided, however, that,
if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities," with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

            "Senior Indebtedness," with respect to the Securities of any
particular series, means, collectively, Company Senior Indebtedness with respect
to the Securities of such series.

            "Special Event" means an Investment Company Event or a Tax Event.

            "Special Record Date" for the payment of any Defaulted Interest on
any Registered Security means a date fixed by the Company pursuant to Section
3.7.

                                       11
<PAGE>

            "Stated Maturity," with respect to any Security or any installment
of principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due and
payable.

            "Subsidiary" means, in respect of any Person, any Corporation,
limited or general partnership or other business entity of which at the time of
determination more than 50% of the voting power of the shares of its 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 or trustees thereof is owned or controlled, directly or
indirectly, by (i) such Person, (ii) such Person and one or more Subsidiaries of
such Person or (iii) one or more Subsidiaries of such Person.

            "Tax Event" means, in respect of a Trust, the receipt by such Trust
of an Opinion of Counsel, rendered by an independent law firm experienced in
such matters, to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws (or any regulations
thereunder) of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after July 19, 2005, there is more than an
insubstantial risk that (i) such Trust is, or will be within 90 days of the date
of such Opinion of Counsel, subject to United States Federal income tax with
respect to interest received or accrued on the corresponding series of
Securities, (ii) interest payable by the Company on the corresponding series of
Securities is not, or within 90 days of the date of such Opinion of Counsel will
not be, deductible by the Company, in whole or in part, for United States
Federal income tax purposes or (iii) such Trust is, or will be within 90 days of
the date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties, assessments or other governmental charges.

            "Trust Agreement" means the Trust Agreement substantially in the
form attached hereto as Annex A, as amended by an Amended and Restated Trust
Agreement substantially in such form as may be specified as contemplated by
Section 3.1 with respect to the Securities of any series, in each case as
amended from time to time.

            "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time or as supplemented from time to time by
rules or regulations adopted by the Commission under or in furtherance of the
purposes of such Act or provision, as the case may be.

            "Trust Securities," with respect to any Trust, means, collectively,
the Common Securities and Preferred Securities issued by such Trust.

            "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of

                                       12
<PAGE>

Securities pursuant to the applicable provisions of this Indenture, and
thereafter "Trustee" shall mean each Person who is then a Trustee hereunder;
provided, however, that if at any time there is more than one such Person,
"Trustee" shall mean each such Person and as used with respect to the Securities
of any series shall mean the Trustee with respect to the Securities of such
series.

            "Trusts" means, collectively, W. R. Berkley Capital Trust II and W.
R. Berkley Capital Trust III, each a statutory business trust formed under the
laws of the State of Delaware, or any other similar trust created to issue Trust
Securities and to use the proceeds from the sale thereof to purchase Securities
issued under this Indenture.

            "United States," except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

            "United States Alien," except as otherwise provided in or pursuant
to this Indenture or any Security, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

            "U.S. Depositary" or "Depositary" means, with respect to any
Security issuable or issued in the form of one or more global Securities, the
Person designated as U.S. Depositary or Depositary by the Company in or pursuant
to this Indenture, which Person must be, to the extent required by applicable
law or regulation, a clearing agency registered under the Securities Exchange
Act of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depositary" or "Depositary" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.

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

            Section 1.2. Compliance Certificates and Opinions.

            Except as otherwise expressly provided in this Indenture, upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
or any of them is specifically required by any provision of this Indenture
relating to such particular application or request, the certificate or opinion
may be combined with the certificate or opinion described above in this Section
1.2.

                                       13
<PAGE>

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

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

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

                  (3) a statement that, in the opinion of such individual, he
      has made such examination or investigation as is necessary to enable him
      to express an informed opinion as to whether or not such condition or
      covenant has been complied with; and

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

            Section 1.3. Form of Documents Delivered to Trustee.

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

            Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon an Opinion of Counsel,
provided that such officer, after reasonable inquiry, has no reason to believe
and does not believe that the Opinion of Counsel with respect to the matters
upon which his certificate or opinion is based is erroneous. Any such Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in
the possession of the Company provided that such counsel, after reasonable
inquiry, has no reason to believe and does not believe that the certificate or
opinion or representations with respect to such matters are erroneous.

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

            Section 1.4. Acts of Holders.

                  (1) Any request, demand, authorization, direction, notice,
      consent, waiver or other action provided by or pursuant to this Indenture
      to be given or taken by Holders or by holders of Preferred Securities may
      be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Holders or holders of Preferred Securities,
      as applicable, in person or by an agent duly appointed in writing. If, but
      only

                                       14
<PAGE>

      if, Securities of a series are issuable as Bearer Securities, any request,
      demand, authorization, direction, notice, consent, waiver or other action
      provided in or pursuant to this Indenture to be given or taken by Holders
      of Securities of such series may, alternatively, be embodied in and
      evidenced by the record of Holders of Securities of such series voting in
      favor thereof, either in person or by proxies duly appointed in writing,
      at any meeting of Holders of Securities of such series duly called and
      held in accordance with the provisions of Article 15, or a combination of
      such instruments and any such record. Except as herein otherwise expressly
      provided, such action shall become effective when such instrument or
      instruments or record or both are delivered to the Trustee and, where it
      is hereby expressly required, to the Company. Such instrument or
      instruments and any such record (and the action embodied therein and
      evidenced thereby) are herein sometimes referred to as the "Act" of the
      Holders or holders of Preferred Securities signing such instrument or
      instruments or so voting at any such meeting. Proof of execution of any
      such instrument or of a writing appointing any such agent, or of the
      holding by any Person of a Security, shall be sufficient for any purpose
      of this Indenture and (subject to Section 315 of the Trust Indenture Act)
      conclusive in favor of the Trustee, the Company and any agent of the
      Trustee or the Company, if made in the manner provided in this Section.
      The record of any meeting of Holders of Securities shall be proved in the
      manner provided in Section 15.6.

            Without limiting the generality of this Section 1.4, unless
      otherwise provided in or pursuant to this Indenture, a Holder, including a
      U.S. Depositary that is a Holder of a global Security, may make, give or
      take, by a proxy or proxies duly appointed in writing, any request,
      demand, authorization, direction, notice, consent, waiver or other Act
      provided in or pursuant to this Indenture to be made, given or taken by
      Holders, and a U.S. Depositary that is a Holder of a global Security may
      provide its proxy or proxies to the beneficial owners of interests in any
      such global Security through such U.S. Depositary's standing instructions
      and customary practices.

            The Company shall fix a record date for the purpose of determining
      the Persons who are beneficial owners of interest in any permanent global
      Security held by a U.S. Depositary entitled under the procedures of such
      U.S. Depositary to make, give or take, by a proxy or proxies duly
      appointed in writing, any request, demand, authorization, direction,
      notice, consent, waiver or other Act provided in or pursuant to this
      Indenture to be made, given or taken by Holders. If such a record date is
      fixed, the Holders on such record date or their duly appointed proxy or
      proxies, and only such Persons, shall be entitled to make, give or take
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act, whether or not such Holders remain Holders after such record
      date. No such request, demand, authorization, direction, notice, consent,
      waiver or other Act shall be valid or effective if made, given or taken
      more than 90 days after such record date.

                  (2) The fact and date of the execution by any Person of any
      such instrument or writing referred to in this Section 1.4 may be proved
      in any reasonable manner; and the Trustee may in any instance require
      further proof with respect to any of the matters referred to in this
      Section.

                                       15
<PAGE>

                  (3) The ownership, principal amount and serial numbers of
      Registered Securities held by any Person, and the date of the commencement
      and the date of the termination of holding the same, shall be proved
      solely and conclusively by the Security Register. Where such execution is
      by a signer acting in a capacity other than such signer's individual
      capacity, such certificate or affidavit shall also constitute sufficient
      proof of such signer's authority. The fact and date of the execution of
      any such instrument or writing, or the authority of the Person executing
      the same, may also be proved in any other manner which the Trustee deems
      sufficient.

                  (4) Securities held by any Person, and the date of the
      commencement and the date of the termination of holding the same, may be
      proved by the production of such Bearer Securities or by a certificate
      executed, as depositary, by any trust company, bank, banker or other
      depositary reasonably acceptable to the Company, wherever situated, if
      such certificate shall be deemed by the Company and the Trustee to be
      satisfactory, showing that at the date therein mentioned such Person had
      on deposit with such depositary, or exhibited to it, the Bearer Securities
      therein described; or such facts may be proved by the certificate or
      affidavit of the Person holding such Bearer Securities, if such
      certificate or affidavit is deemed by the Trustee to be satisfactory. The
      Trustee and the Company may assume that such ownership of any Bearer
      Security continues until (i) another certificate or affidavit bearing a
      later date issued in respect of the same Bearer Security is produced, or
      (ii) such Bearer Security is produced to the Trustee by some other Person,
      or (iii) such Bearer Security is surrendered in exchange for a Registered
      Security, or (iv) such Bearer Security is no longer Outstanding. The
      ownership, principal amount and serial numbers of Bearer Securities held
      by the Person so executing such instrument or writing and the date of the
      commencement and the date of the termination of holding the same may also
      be proved in any other manner which the Company and the Trustee deem
      sufficient.

                  (5) If the Company shall solicit from the Holders of any
      Registered Securities any request, demand, authorization, direction,
      notice, consent, waiver or other Act, the Company may at its option (but
      is not obligated to), by Board Resolution, fix in advance a record date
      for the determination of Holders of Registered Securities entitled to give
      such request, demand, authorization, direction, notice, consent, waiver or
      other Act. If such a record date is fixed, such request, demand,
      authorization, direction, notice, consent, waiver or other Act may be
      given before or after such record date, but only the Holders of Registered
      Securities of record at the close of business on such record date shall be
      deemed to be Holders for the purpose of determining whether Holders of the
      requisite proportion of Outstanding Securities have authorized or agreed
      or consented to such request, demand, authorization, direction, notice,
      consent, waiver or other Act, and for that purpose the Outstanding
      Securities shall be computed as of such record date; provided that no such
      authorization, agreement or consent by the Holders of Registered
      Securities shall be deemed effective unless it shall become effective
      pursuant to the provisions of this Indenture not later than six months
      after the record date.

                  (6) Any request, demand, authorization, direction, notice,
      consent, waiver or other Act by the Holder of any Security shall bind
      every future Holder of the same

                                       16
<PAGE>

      Security and the Holder of every Security issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof in respect of
      anything done or suffered to be done by the Trustee, any Security
      Registrar, any Paying Agent or the Company in reliance thereon, whether or
      not notation of such Act is made upon such Security.

            Section 1.5. Notices, etc. to Trustee and Company.

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

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

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

            Section 1.6. Notice to Holders of Securities; Waiver.

            Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

                  (1) such notice shall be sufficiently given to Holders of
      Registered Securities if in writing and mailed, first-class postage
      prepaid, to each Holder of a Registered Security affected by such event,
      at his address as it appears in the Security Register, not later than the
      latest date, and not earlier than the earliest date, prescribed for the
      giving of such notice; and

                  (2) such notice shall be sufficiently given to Holders of
      Bearer Securities, if any, if published in an Authorized Newspaper in The
      City of New York and, if such Securities are then listed on any stock
      exchange outside the United States, in an Authorized Newspaper in such
      city as the Company shall advise the Trustee that such stock exchange so
      requires, on a Business Day at least twice, the first such publication to
      be not earlier than the earliest date and the second such publication not
      later than the latest date prescribed for the giving of such notice.

            In any case where notice to Holders of Registered Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder of a Registered Security shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the case by reason of the

                                       17
<PAGE>

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

            In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearers Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice mailed to
Holders of Registered Securities as provided above.

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

            Section 1.7. Language of Notices.

            Any request, demand, authorization, direction, notice, consent,
election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Company or the Guarantor, as the case may
be, so elects, any published notice may be in an official language of the
country of publication.

            Section 1.8. Conflict with Trust Indenture Act.

            If any provision hereof limits, qualifies or conflicts with any
duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

            Section 1.9. Effect of Headings and Table of Contents.

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

            Section 1.10. Successors and Assigns.

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

                                       18
<PAGE>

            Section 1.11. Separability Clause.

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

            Section 1.12. Holders of Preferred Securities as Third Party
Beneficiaries.

            The Company hereby acknowledges that, to the extent specifically set
forth herein, the holders of the Preferred Securities of a Trust shall expressly
be third party beneficiaries of this Indenture. The Company further acknowledges
that, if an Event of Default has occurred and is continuing and is attributable
to the failure of the Company to pay the principal of or premium, if any, or
interest on or Additional Amounts with respect to the Securities of the series
held by such Trust, any holder of the Preferred Securities of such Trust may
institute a Direct Action against the Company.

            Section 1.13. Benefits of Indenture.

            Except as other expressly provided herein with respect to holders of
Preferred Securities, nothing in this Indenture, any Security or any Coupon,
express or implied, shall give to any Person, other than the parties hereto and
the holders of Senior Indebtedness, any Security Registrar, any Paying Agent,
any Authenticating Agent and their successors hereunder and the Holders of
Securities or Coupons, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

            Section 1.14. Governing Law; Waiver of Jury Trial.

            This Indenture, the Securities and any Coupons shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed wholly
in said state.

            EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE
NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

            Section 1.15. Legal Holidays.

            Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or exchangeable,
shall be a Legal Holiday at any Place of Payment, then (notwithstanding any
other provision of this Indenture, any Security or any Coupon other than a
provision in any Security or Coupon that specifically states that such provision
shall apply in lieu hereof) payment need not be made at such Place of Payment on
such date, and such Securities need not be converted or exchanged on such date,
but such payment may be made, and such

                                       19
<PAGE>

Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment, and no interest shall accrue on the
amount payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such next succeeding Business Day, except that
if such next succeeding Business Day is in the next succeeding calendar year,
such payment may be made, and such Securities may be converted or exchanged, on
the immediately preceding Business Day (in the case of each of the foregoing,
with the same force and effect as if made on such Interest Payment Date or at
such Stated Maturity or Maturity or on such last day for conversion or exchange,
as the case may be).

            Section 1.16. Counterparts.

            This Indenture may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the
same instrument.

            Section 1.17. Judgment Currency.

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

            Section 1.18. No Security Interest Created.

            Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

                                       20
<PAGE>

            Section 1.19. Limitation on Individual Liability.

            No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder (except in a shareholder's corporate capacity as Guarantor), officer
or director, as such, past, present or future, of the Company, either directly
or through the Company, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate obligations, and that no such personal liability
whatever shall attach to, or is or shall be incurred by, the incorporators,
shareholders, officers or directors, as such, of the Company, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Security.

            Section 1.20. Submission to Jurisdiction.

The Company agrees that any judicial proceedings instituted in relation to any
matter arising under this Indenture, the Securities or any Coupons appertaining
thereto may be brought in any United States Federal or New York State court
sitting in the Borough of Manhattan, The City of New York, New York to the
extent that such court has subject matter jurisdiction over the controversy,
and, by execution and delivery of this Indenture, the Company hereby irrevocably
accepts, generally and unconditionally, the jurisdiction of the aforesaid
courts, acknowledges their competence and irrevocably agrees to be bound by any
judgment rendered in such proceeding. The Company also irrevocably and
unconditionally waives for the benefit of the Trustee and the Holders of the
Securities and Coupons any immunity from jurisdiction and any immunity from
legal process (whether through service or notice, attachment prior to judgment,
attachment in the aid of execution, execution or otherwise) in respect of this
Indenture. The Company hereby irrevocably designates and appoints for the
benefit of the Trustee and the Holders of the Securities and Coupons for the
term of this Indenture, The Bank of New York located at 101 Barclay Street, 8W,
New York, New York 10286, Attention: Corporate Trust Administration, as its
agent to receive on its behalf service of all process (with a copy of all such
service of process to be delivered to CT Corporation System, 111 Eighth Avenue,
New York, New York 10011) brought against it with respect to any such proceeding
in any such court in The City of New York, such service being hereby
acknowledged by the Company to be effective and binding service on it in every
respect whether or not the Company shall then be doing or shall have at any time
done business in New York. Such appointment shall be irrevocable so long as any
of the Securities or Coupons or the respective obligations of the Company
hereunder remain outstanding, or until the appointment of a successor by the
Company and such successor's acceptance of such appointment. Upon such
acceptance, the Company shall notify

                                       21
<PAGE>

the Trustee of the name and address of such successor. The Company further
agrees for the benefit of the Trustee and the Holders of the Securities and the
Coupons to take any and all action, including the execution and filing of any
and all such documents and instruments, as may be necessary to continue such
designation and appointment of The Bank of New York in full force and effect so
long as any of the Securities or Coupons or the respective obligations of the
Company hereunder shall be outstanding. The Trustee shall not be obligated and
shall have no responsibility with respect to any failure by the Company to take
any such action. Nothing herein shall affect the right to serve process in any
other manner permitted by any law or limit the right of the Trustee or any
Holder to institute proceedings against the Company in the courts of any other
jurisdiction or jurisdictions.

            Section 1.21. Force Majure.

            In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

                                  ARTICLE II.

                                SECURITIES FORMS

            Section 2.1. Forms Generally.

            Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the form
established by or pursuant to a Board Resolution or in one or more indentures
supplemental hereto, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by or pursuant
to this Indenture or any indenture supplemental hereto and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Security or Coupon as evidenced by their execution of
such Security or Coupon.

            Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall be issuable in registered form without Coupons
and shall not be issuable upon the exercise of warrants.

            Definitive Securities and definitive Coupons shall be printed,
lithographed or engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be produced in any other
manner, all as determined by the officers of

                                       22
<PAGE>

the Company executing such Securities or Coupons, as evidenced by their
execution of such Securities or Coupons.

            Section 2.2. Form of Trustee's Certificate of Authentication.

            Subject to Section 6.12, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                              THE BANK OF NEW YORK,
                                                       as Trustee

                                              By_______________________________
                                              Authorized Signatory

            Section 2.3. Securities in Global Form.

            Unless otherwise provided in or pursuant to this Indenture or any
Securities, the Securities shall not be issuable in temporary or permanent
global form. If Securities of a series shall be issuable in global form, any
such Security may provide that it or any number of such Securities shall
represent the aggregate amount of all Outstanding Securities of such series (or
such lesser amount as is permitted by the terms thereof) from time to time
endorsed thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect the
amount, or any increase or decrease in the amount, or changes in the rights of
Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or Section
3.4 has been, or simultaneously is, delivered, any instructions by the Company
with respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

            Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture or any Securities, payment of
principal of, any premium and interest on, and any Additional Amounts in respect
of, any Security in temporary or permanent global form shall be made to the
Person or Persons specified therein.

            Notwithstanding the provisions of Section 3.8 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company shall treat as the Holder of such principal amount of Outstanding
Securities represented by a global Security (i) in the case of a global Security
in registered form, the Holder of such global Security in registered

                                       23
<PAGE>

form, or (ii) in the case of a global Security in bearer form, the Person or
Persons specified pursuant to Section 3.1.

                                  ARTICLE III.

                                 THE SECURITIES

            Section 3.1. Amount Unlimited; Issuable in Series.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series. The Securities of each series shall be
subordinated in right of payment to all Company Senior Indebtedness with respect
to such series as provided in Article 16.

            With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto,

                  (1) the title of such Securities and the series in which such
      Securities shall be included;

                  (2) any limit upon the aggregate principal amount of the
      Securities of such title or the Securities of such series which may be
      authenticated and delivered under this Indenture (except for Securities
      authenticated and delivered upon registration of transfer of, or in
      exchange for, or in lieu of, other Securities of such series pursuant to
      Section 3.4, Section 3.5, Section 3.6, Section 9.5 or Section 11.7, upon
      repayment in part of any Registered Security of such series pursuant to
      Article 13, upon surrender in part of any Registered Security for
      conversion into other securities of the Company or exchange for securities
      of the Guarantor or another issuer pursuant to its terms, or pursuant to
      or as contemplated by the terms of such Securities);

                  (3) if such Securities are to be issuable as Registered
      Securities, as Bearer Securities or alternatively as Bearer Securities and
      Registered Securities, and whether the Bearer Securities are to be
      issuable with Coupons, without Coupons or both, and any restrictions
      applicable to the offer, sale or delivery of the Bearer Securities and the
      terms, if any, upon which Bearer Securities may be exchanged for
      Registered Securities and vice versa;

                  (4) if any of such Securities are to be issuable in global
      form, when any of such Securities are to be issuable in global form and
      (i) whether such Securities are to be issued in temporary or permanent
      global form or both, (ii) whether beneficial owners of interests in any
      such global Security may exchange such interests for Securities of the
      same series and of like tenor and of any authorized form and denomination,
      and the circumstances under which any such exchanges may occur, if other
      than in the manner specified in Section 3.5, and (iii) the name of the
      Depositary or the U.S. Depositary, as the case may be, with respect to any
      such global Security;

                                       24
<PAGE>

                  (5) if any of such Securities are to be issuable as Bearer
      Securities or in global form, the date as of which any such Bearer
      Security or global Security shall be dated (if other than the date of
      original issuance of the first of such Securities to be issued);

                  (6) if any of such Securities are to be issuable as Bearer
      Securities, whether interest in respect of any portion of a temporary
      Bearer Security in global form payable in respect of an Interest Payment
      Date therefor prior to the exchange, if any, of such temporary Bearer
      Security for definitive Securities shall be paid to any clearing
      organization with respect to the portion of such temporary Bearer Security
      held for its account and, in such event, the terms and conditions
      (including any certification requirements) upon which any such interest
      payment received by a clearing organization will be credited to the
      Persons entitled to interest payable on such Interest Payment Date;

                  (7) the date or dates, or the method or methods, if any, by
      which such date or dates shall be determined, on which the principal of
      such Securities is payable;

                  (8) the rate or rates at which such Securities shall bear
      interest, if any, or the method or methods, if any, by which such rate or
      rates are to be determined, the rate or rates and the extent to which
      Additional Interest, if any, shall be payable in respect of such
      Securities, the date or dates, if any, from which such interest shall
      accrue or the method or methods, if any, by which such date or dates are
      to be determined, the Interest Payment Dates, if any, on which such
      interest shall be payable and the Regular Record Date, if any, for the
      interest payable on Registered Securities on any Interest Payment Date,
      the right, pursuant to Section 3.11 hereof or as otherwise set forth
      therein, of the Company to defer or extend an interest payment period and
      the duration of any such Extension Period, including the maximum
      consecutive period during which interest payment periods may be extended,
      whether and under what circumstances Additional Amounts on such Securities
      or any of them shall be payable, the notice, if any, to Holders regarding
      the determination of interest on a floating rate Security and the manner
      of giving such notice, and the basis upon which interest shall be
      calculated if other than that of a 360-day year of twelve 30-day months;

                  (9) if in addition to or other than the Borough of Manhattan,
      The City of New York, the place or places where the principal of, any
      premium and interest on or any Additional Amounts with respect to such
      Securities shall be payable, any of such Securities that are Registered
      Securities may be surrendered for registration of transfer or exchange,
      any of such Securities may be surrendered for conversion or exchange and
      notices or demands to or upon the Company or the Guarantor in respect of
      such Securities and this Indenture may be served, the extent to which, or
      the manner in which, any interest payment or Additional Amounts on a
      global Security on an Interest Payment Date, will be paid and the manner
      in which any principal of or premium, if any, on any global Security will
      be paid;

                  (10) whether any of such Securities are to be redeemable at
      the option of the Company and, if so, the date or dates on which, the
      period or periods within which,

                                       25
<PAGE>

      the price or prices at which and the other terms and conditions upon which
      such Securities may be redeemed, in whole or in part, at the option of the
      Company;

                  (11) whether the Company is obligated to redeem or purchase
      any of such Securities pursuant to any sinking fund or analogous provision
      or at the option of any Holder thereof and, if so, the date or dates on
      which, the period or periods within which, the price or prices at which
      and the other terms and conditions upon which such Securities shall be
      redeemed or purchased, in whole or in part, pursuant to such obligation,
      and any provisions for the remarketing of such Securities so redeemed or
      purchased;

                  (12) the denominations in which any of such Securities that
      are Registered Securities shall be issuable if other than denominations of
      $1,000 and any integral multiple thereof, and the denominations in which
      any of such Securities that are Bearer Securities shall be issuable if
      other than the denomination of $5,000;

                  (13) whether the Securities of the series will be convertible
      into other securities of the Company and/or exchangeable for securities of
      the Guarantor or another issuer, and if so, the terms and conditions upon
      which such Securities will be so convertible or exchangeable, and any
      deletions from or modifications or additions to this Indenture to permit
      or to facilitate the issuance of such convertible or exchangeable
      Securities or the administration thereof;

                  (14) if other than the principal amount thereof, the portion
      of the principal amount of any of such Securities that shall be payable
      upon declaration of acceleration of the Maturity thereof pursuant to
      Section 5.2 or the method by which such portion is to be determined;

                  (15) if other than Dollars, the Foreign Currency in which
      payment of the principal of, any premium or interest on or any Additional
      Amounts with respect to any of such Securities shall be payable;

                  (16) if the principal of, any premium or interest on or any
      Additional Amounts with respect to any of such Securities are to be
      payable, at the election of the Company or a Holder thereof or otherwise,
      in Dollars or in a Foreign Currency other than that in which such
      Securities are stated to be payable, the date or dates on which, the
      period or periods within which, and the other terms and conditions upon
      which, such election may be made, and the time and manner of determining
      the exchange rate between the Currency in which such Securities are stated
      to be payable and the Currency in which such Securities or any of them are
      to be paid pursuant to such election, and any deletions from or
      modifications of or additions to the terms of this Indenture to provide
      for or to facilitate the issuance of Securities denominated or payable, at
      the election of the Company or a Holder thereof or otherwise, in a Foreign
      Currency;

                  (17) whether the amount of payments of principal of, any
      premium or interest on or any Additional Amounts with respect to such
      Securities may be determined

                                       26
<PAGE>

      with reference to an index, formula or other method or methods (which
      index, formula or method or methods may be based, without limitation, on
      one or more Currencies, commodities, equity securities, equity indices or
      other indices), and, if so, the terms and conditions upon which and the
      manner in which such amounts shall be determined and paid or payable;

                  (18) the relative degree, if any, to which Securities of such
      series and the Guarantee in respect thereof shall be senior to or be
      subordinated to other series of Securities and the Guarantee in respect
      thereof or other Indebtedness of the Company or the Guarantor, as the case
      may be, in right of payment, whether such other series of Securities or
      other Indebtedness is outstanding or not;

                  (19) any deletions from, modifications of or additions to the
      Events of Default or covenants of the Company or the Guarantor with
      respect to any of such Securities, whether or not such Events of Default
      or covenants are consistent with the Events of Default or covenants set
      forth herein;

                  (20) whether either or both of Section 4.2(2) relating to
      defeasance or Section 4.2(3) relating to covenant defeasance shall not be
      applicable to the Securities of such series, or any covenants in addition
      to those specified in Section 4.2(3) relating to the Securities of such
      series which shall be subject to covenant defeasance, and any deletions
      from, or modifications or additions to, the provisions of Article 4 in
      respect of the Securities of such series;

                  (21) the form or forms of the Trust Agreement (if different
      from the form attached hereto as Annex A), Amended and Restated Trust
      Agreement and Guarantee Agreement;

                  (22) whether any of such Securities are to be issuable upon
      the exercise of warrants, and the time, manner and place for such
      Securities to be authenticated and delivered;

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

                  (24) if there is more than one Trustee, the identity of the
      Trustee and, if not the Trustee, the identity of each Security Registrar,
      Paying Agent or Authenticating Agent with respect to such Securities; and

                  (25) any other terms of such Securities and any other
      deletions from or modifications or additions to this Indenture in respect
      of such Securities.

            All Securities of any one series and all Coupons, if any,
appertaining to Bearer Securities of such series shall be substantially
identical except as to Currency of payments due

                                       27
<PAGE>

thereunder, denomination and the rate of interest thereon, or method of
determining the rate of interest, if any, Maturity, and the date from which
interest, if any, shall accrue and 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 Securities. The terms of the Securities of any series may
provide, without limitation, that the Securities 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 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 Securities of such series as are specified in such Officer's Certificate
or supplemental indenture. All Securities of any one series need not be issued
at the same time and, unless otherwise so provided, a series may be reopened for
issuances of additional Securities of such series or to establish additional
terms of such series of Securities.

            If any of the terms of the Securities 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 3.2. Currency; Denominations.

            Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided
in or pursuant to this Indenture, Registered Securities denominated in Dollars
shall be issuable in registered form without Coupons in denominations of $1,000
and any integral multiple thereof, and the Bearer Securities denominated in
Dollars shall be issuable in the denomination of $5,000. Securities not
denominated in Dollars shall be issuable in such denominations as are
established with respect to such Securities in or pursuant to this Indenture.

            Section 3.3. Execution, Authentication, Delivery and Dating.

            Securities shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman, its President, its Chief Financial
Officer, its Treasurer or a Vice President. Coupons shall be executed on behalf
of the Company by the Treasurer or any Assistant Treasurer of the Company. The
signature of any of these officers on the Securities or any Coupons appertaining
thereto may be manual or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto,

                                       28
<PAGE>

executed by the Company, to the Trustee for authentication and, provided that
the Board Resolution and Officer's Certificate or supplemental indenture or
indentures with respect to such Securities referred to in Section 3.1 and a
Company Order for the authentication and delivery of such Securities have been
delivered to the Trustee, the Trustee in accordance with the Company Order and
subject to the provisions hereof and of such Securities shall authenticate and
deliver such Securities. In authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities
and any Coupons appertaining thereto, the Trustee shall receive, and (subject to
Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully
protected in conclusively relying upon,

                  (1) A copy of the resolution or resolutions of the Board of
      Directors in or pursuant to which the terms and form of the Securities
      were established, certified by the Secretary or an Assistant Secretary of
      the Company to have been duly adopted by the Board of Directors and to be
      in full force and effect as of the date of such certificate, and if the
      terms and form of such Securities are established by an Officers'
      Certificate pursuant to general authorization of the Board of Directors,
      such Officers' Certificate;

                  (2) an executed supplemental indenture, if any;

                  (3) an Officers' Certificate delivered in accordance with
      Section 1.2; and

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

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

                        (b) all conditions precedent to the authentication and
                  delivery of such Securities and Coupons, if any, appertaining
                  thereto, have been complied with and that such Securities and
                  Coupons, when completed by appropriate insertions, executed,
                  delivered by duly authorized officers of the Company to the
                  Trustee for authentication pursuant to this Indenture, and
                  authenticated and delivered by the Trustee and issued by the
                  Company in the manner and subject to any conditions specified
                  in such Opinion of Counsel, will constitute legally valid and
                  binding obligations of the Company, enforceable against the
                  Company in accordance with their terms, except as enforcement
                  thereof may be subject to or limited by bankruptcy,
                  insolvency, reorganization, moratorium, arrangement,
                  fraudulent conveyance, fraudulent transfer or other similar
                  laws relating to or affecting creditors' rights generally, and
                  subject to general principles of equity (regardless of whether
                  enforcement is sought in a proceeding in equity or at law) and
                  will entitle the Holders thereof to the benefits of this
                  Indenture, including the Guarantee; such Opinion of Counsel
                  need express no opinion as to the availability of equitable
                  remedies;

                                       29
<PAGE>

                        (c) all laws and requirements in respect of the
                  execution and delivery by the Company of such Securities and
                  Coupons, if any, have been complied with; and

                        (d) this Indenture has been qualified under the Trust
                  Indenture Act; and

                  (5) an Officer's Certificate and a Guarantor's Officer's
      Certificate, in each case stating that, to the best knowledge of the
      Persons executing such certificate, all conditions precedent to the
      execution, authentication and delivery of such Securities and Coupons, if
      any, appertaining thereto, have been complied with, and no event which is,
      or after notice or lapse of time would become, an Event of Default with
      respect to any of the Securities shall have occurred and be continuing.

            If all the Securities 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 and Guarantor's Officer's Certificate at the time of
issuance of each Security, but such opinion and certificates, with appropriate
modifications, shall be delivered at or before the time of issuance of the first
Security of such series. After any such first delivery, any separate written
request by an Authorized Officer of the Company or any person designated in
writing by an Authorized Officer that the Trustee authenticate and deliver
Securities of such series for original issue will be deemed to be a
certification by the Company and the Guarantor that all conditions precedent
provided for in this Indenture relating to authentication and delivery of such
Securities continue to have been complied with and that no Event of Default with
respect to any of the Securities has occurred or is continuing.

            The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel of its selection, determines that such action may not
lawfully be taken.

            Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

            No Security or Coupon appertaining thereto shall be entitled to any
benefit under this Indenture or be valid or obligatory for any purpose, unless
there appears on such Security a certificate of authentication substantially in
the form provided for in Section 2.2 or Section 6.12 executed by or on behalf of
the Trustee or by the Authenticating Agent by the manual signature of one of its
authorized officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or Section 3.7, the
Trustee shall not authenticate and deliver any Bearer Security unless all
Coupons appertaining thereto then matured have been detached and cancelled.

                                       30
<PAGE>

            Section 3.4. Temporary Securities.

            Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

            Except in the case of temporary Securities in global form, which
shall be exchanged in accordance with the provisions thereof, if temporary
Securities are issued, the Company shall cause definitive Securities to be
prepared without unreasonable delay. After the preparation of definitive
Securities of the same series and containing terms and provisions that are
identical to those of any temporary Securities, such temporary Securities shall
be exchangeable for such definitive Securities upon surrender of such temporary
Securities at an Office or Agency for such Securities, without charge to any
Holder thereof. Upon surrender for cancellation of any one or more temporary
Securities (accompanied by any unmatured Coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions;
provided, however, that no definitive Bearer Security, except as provided in or
pursuant to this Indenture, shall be delivered in exchange for a temporary
Registered Security; and provided, further, that a definitive Bearer Security
shall be delivered in exchange for a temporary Bearer Security only in
compliance with the conditions set forth in or pursuant to this Indenture.
Unless otherwise provided in or pursuant to this Indenture with respect to a
temporary global Security, until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

            Section 3.5. Registration, Transfer and Exchange.

            With respect to the Registered Securities of each series, if any,
the Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities 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
Security Registrar

                                       31
<PAGE>

with respect to a series of Securities, it shall have the right to examine the
Security Register for such series at all reasonable times. There shall be only
one Security Register for each series of Securities.

            Upon surrender for registration of transfer of any Registered
Security of any series at any Office or Agency for such series, the Company
shall execute, and the Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Registered Securities
of the same series denominated as authorized in or pursuant to this Indenture,
of a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

            At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series containing
identical terms and provisions, in any authorized denominations, and of a like
aggregate principal amount, upon surrender of the Securities to be exchanged at
any Office or Agency for such series. Whenever any Registered Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive.

            If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of such
series may be exchanged for Registered Securities of such series containing
identical terms, denominated as authorized in or pursuant to this Indenture and
in the same aggregate principal amount, upon surrender of the Bearer Securities
to be exchanged at any Office or Agency for such series, with all unmatured
Coupons and all matured Coupons in default thereto appertaining. If the Holder
of a Bearer Security is unable to produce any such unmatured Coupon or Coupons
or matured Coupon or Coupons in default, such exchange may be effected if the
Bearer Securities are accompanied by payment in funds acceptable to the Company,
the Guarantor and the Trustee in an amount equal to the face amount of such
missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons
may be waived by the Company, the Guarantor and the Trustee if there is
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to any Paying Agent any such missing Coupon in respect
of which such a payment shall have been made, such Holder shall be entitled to
receive the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for such
series located outside the United States. Notwithstanding the foregoing, in case
a Bearer Security of any series is surrendered at any such Office or Agency for
such series in exchange for a Registered Security of such series and like tenor
after the close of business at such Office or Agency on (i) any Regular Record
Date and before the opening of business at such Office or Agency on the next
succeeding Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such Office or Agency on the related date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the Coupon
relating to such Interest Payment Date or proposed date of payment, as the case
may be (or, if such Coupon is so surrendered with such Bearer Security, such
Coupon shall be returned to the Person so surrendering the Bearer Security), and
interest or Defaulted Interest, as the case may be, shall not

                                       32
<PAGE>

be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of the Registered Security issued in exchange for such
Bearer Security, but shall be payable only to the Holder of such Coupon when due
in accordance with the provisions of this Indenture.

            If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

            Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

            Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any global Security shall be exchangeable for
definitive Securities only if (i) the Depositary is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days of the date the Company is so informed
in writing, (ii) the Company executes and delivers to the Trustee a Company
Order to the effect that such global Security shall be so exchangeable, or (iii)
an Event of Default has occurred and is continuing with respect to the
Securities. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities as the result of
an event described in clause (i), (ii) or (iii) of the preceding sentence, then
without unnecessary delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in such form and denominations as are required by
or pursuant to this Indenture, and of the same series, containing identical
terms and in aggregate principal amount equal to the principal amount of such
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such global Security shall be surrendered
from time to time by the U.S. Depositary or such other Depositary as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depositary or such other
Depositary, as the case may be (which instructions shall be in writing), as
shall be specified in the Company Order with respect thereto to the Trustee, as
the Company's agent for such purpose, to be exchanged, in whole or in part, for
definitive Securities as described above without charge. The Trustee shall
authenticate and make available for delivery, in exchange for each portion of
such surrendered global Security, a like aggregate principal amount of
definitive Securities of the same series of authorized denominations and of like
tenor as the portion of such global Security to be exchanged, which (unless such
Securities are not issuable both as Bearer Securities and as Registered
Securities, in which case the definitive Securities exchanged for the global
Security shall be issuable only in the form in which the Securities are
issuable, as provided in or pursuant to this Indenture) shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof, but subject to the satisfaction of
any certification or other requirements to the issuance of Bearer Securities;
provided, however, that no such exchanges may occur during a period beginning at
the opening of business 15 days before any selection of Securities of the same
series to be

                                       33
<PAGE>

redeemed and ending on the relevant Redemption Date; and provided, further, that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following any
such exchange in part, such global Security shall be returned by the Trustee to
such Depositary or the U.S. Depositary, as the case may be, or such other
Depositary or U.S. Depositary referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs on
or after (i) any Regular Record Date for such Security and before the opening of
business at such Office or Agency on the next succeeding Interest Payment Date,
or (ii) any Special Record Date for such Security and before the opening of
business at such Office or Agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, interest shall not be
payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of such Registered Security, but shall be payable on such
Interest Payment Date or proposed date for payment, as the case may be, only to
the Person to whom interest in respect of such portion of such global Security
shall be payable in accordance with the provisions of this Indenture.

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

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

            No service charge shall be made for any registration of transfer or
exchange, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, Section 9.5 or Section 11.7 not
involving any transfer.

            Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or exchange
any Securities during a period beginning at the opening of business 15 days
before the day of mailing of a notice of redemption of Securities of like tenor
and the same series under Section 11.3 and ending at the close of business on
the day of such mailing, or (ii) to register the transfer of or exchange any
Registered Security selected for redemption in whole or in part, except in the
case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security selected for redemption
except, to the extent provided with respect to such Bearer Security, that such
Bearer Security may be exchanged for a Registered Security of like tenor and the
same series, provided that such Registered Security shall be immediately
surrendered for redemption

                                       34
<PAGE>

with written instruction for payment consistent with the provisions of this
Indenture or (iv) to issue, register the transfer of or exchange any Security
which, in accordance with its terms, has been surrendered for repayment at the
option of the Holder, except the portion, if any, of such Security not to be so
repaid.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among depositary
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

            Neither the Trustee nor any agent thereof shall have any
responsibility for any actions taken or not taken by the Depositary.

            Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

            If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

            If there be delivered to the Company, the Guarantor and the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of any
Security or Coupon, and (ii) security or indemnity satisfactory to them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company, the Guarantor or the Trustee that such Security or Coupon
has been acquired by a bona fide purchaser, the Company shall execute and, upon
the Company's request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon appertains
with all appurtenant Coupons not destroyed, lost or stolen, a new Security of
the same series containing identical terms and of like principal amount and
bearing a number not contemporaneously outstanding, with Coupons appertaining
thereto corresponding to the Coupons, if any, appertaining to such destroyed,
lost or stolen Security or to the Security to which such destroyed, lost or
stolen Coupon appertains.

            Notwithstanding the foregoing provisions of this Section 3.6, in
case any mutilated, destroyed, lost or stolen Security or Coupon has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities located

                                       35
<PAGE>

outside the United States and, unless otherwise provided in or pursuant to this
Indenture, any interest on Bearer Securities and any Additional Amounts with
respect to such interest shall be payable only upon presentation and surrender
of the Coupons appertaining thereto.

            Upon the issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company and the
Guarantor, whether or not the destroyed, lost or stolen Security and Coupons
appertaining thereto or the destroyed, lost or stolen Coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Securities of such
series and any Coupons, if any, duly issued hereunder.

            The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities or Coupons.

            Section 3.7. Payment of Interest and Certain Additional Amounts;
Rights to Interest and Certain Additional Amounts Preserved.

            Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

            Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
      Interest to the Person in whose name such Registered Security (or a
      Predecessor Security thereof) shall be registered at the close of business
      on a Special Record Date for the payment of such Defaulted Interest, which
      shall be fixed by the Company in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on such Registered Security, the Special Record Date therefor
      and the date of the proposed payment, and at the same time the Company
      shall deposit with

                                       36
<PAGE>

      the Trustee an amount of money equal to the aggregate amount proposed to
      be paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit on or prior to the date of
      the proposed payment, such money when so deposited to be held in trust for
      the benefit of the Person entitled to such Defaulted Interest as in this
      Clause provided. The Special Record Date for the payment of such Defaulted
      Interest shall be not more than 15 days and not less than 10 days prior to
      the date of the proposed payment and not less than 12 days after
      notification to the Trustee 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 mailed, first-class postage prepaid, to the Holder of such Registered
      Security (or a Predecessor Security thereof) at his address as it appears
      in the Security Register not less than 10 days prior to such Special
      Record Date. The Trustee may, in its discretion, in the name and at the
      expense of the Company, cause a similar notice to be published at least
      once in an Authorized Newspaper of general circulation in the Borough of
      Manhattan, The City of New York, but such publication shall not be a
      condition precedent to the establishment of such Special Record Date.
      Notice of the proposed payment of such Defaulted Interest and the Special
      Record Date therefor having been mailed as aforesaid, such Defaulted
      Interest shall be paid to the Person in whose name such Registered
      Security (or a Predecessor Security thereof) shall be registered at the
      close of business on such Special Record Date and shall no longer be
      payable pursuant to the following clause (2).

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

            Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the United
States.

            Subject to the foregoing provisions of this Section and Section 3.5,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

            In the case of any Registered Security of any series that is
convertible into other securities of the Company or exchangeable for securities
of another issuer, which Registered Security is converted or exchanged after any
Regular Record Date and on or prior to the next succeeding Interest Payment Date
(other than any Registered Security with respect to which the Stated Maturity is
prior to such Interest Payment Date), interest with respect to which the Stated
Maturity is on such Interest Payment Date shall be payable on such Interest
Payment Date notwithstanding such conversion or exchange, and such interest
(whether or not punctually paid

                                       37
<PAGE>

or duly provided for) shall be paid to the Person in whose name that Registered
Security (or one or more predecessor Registered Securities) 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 Registered
Security which is converted or exchanged, interest with respect to which the
Stated Maturity is after the date of conversion or exchange of such Registered
Security shall not be payable.

            Section 3.8. Persons Deemed Owners.

            Prior to due presentment of a Registered Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered in the Security Register as the owner of such Registered Security for
the purpose of receiving payment of principal of, any premium and (subject to
Sections 3.5 and Section 3.7) interest on and any Additional Amounts with
respect to such Registered Security and for all other purposes whatsoever,
whether or not any payment with respect to such Registered Security shall be
overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

            The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

            No Holder of any beneficial interest in any global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any responsibility
or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.

            Section 3.9. Cancellation.

            All Securities and Coupons 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 any such Securities and Coupons, as well as
Securities and Coupons surrendered directly to the Trustee for any such purpose,
shall be cancelled promptly by the Trustee. The Company may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be cancelled promptly by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by or pursuant to this Indenture. All cancelled Securities and Coupons held

                                       38
<PAGE>

by the Trustee shall be disposed of by the Trustee in accordance with its normal
operating procedures, unless by a Company Order the Company directs their return
to it.

            Section 3.10. Computation of Interest.

            Except as otherwise provided in or pursuant to this Indenture or in
any Security, interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months.

            Section 3.11. Extension of Interest Payment Period.

            If specified as contemplated by Section 3.1 with respect to the
Securities of a particular series and subject to the terms, conditions and
covenants, if any, so specified, the Company shall have the right, at any time
and from time to time during the term of such series, to defer the payment of
interest on such Securities for such period or periods as may be specified as
contemplated by Section 3.1 (each, an "Extension Period"), during which
Extension Periods the Company shall have the right to make partial payments of
interest on any Interest Payment Date. No Extension Period shall end on a day
other than an Interest Payment Date. At the end of any such Extension Period,
the Company shall pay all interest then accrued and unpaid on the Securities
(together with Additional Interest thereon, if any, at the rate specified for
the Securities of such series to the extent permitted by applicable law). Prior
to the termination of any such Extension Period, the Company may further extend
the interest payment period, provided that no Extension Period shall exceed the
period or periods specified in such Securities or extend beyond the Stated
Maturity of the principal of such Securities. Upon termination of any Extension
Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due on any Interest Payment Date, the Company may elect
to begin a new Extension Period, subject to the above requirements. No interest
shall be due and payable during an Extension Period, except at the end thereof.

            The Company shall give the Holders of the Securities of such series
and the Trustee notice of its election to begin any such Extension Period at
least one Business Day prior to the Interest Payment Date or, with respect to
the Securities of a series issued to a Trust, prior to the earlier of (i) the
date the Distributions on the Preferred Securities of such Trust are payable or
(ii) the date the trustees of such Trust are required to give notice to any
securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date or the date such
Distributions are payable, but in any event not less than one Business Day prior
to such record date.

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

            Section 3.12. Right of Set-Off.

            With respect to the Securities of a series issued to a Trust,
notwithstanding anything to the contrary in this Indenture, the Company shall
have the right to set-off any payment it is otherwise required to make
thereunder in respect of any such Security to the extent

                                       39
<PAGE>

the Company, as applicable, has theretofore made, or is concurrently on the date
of such payment making, a payment under the Preferred Securities Guarantee
relating to such Security or under Section 5.8 hereof, as applicable.

            Section 3.13. Agreed Tax Treatment.

            Each Security issued hereunder shall provide that the Company and by
its acceptance of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a beneficial interest in, such Security agree that
for United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness.

            Section 3.14. Extension of Stated Maturity; Adjustment of Stated
Maturity Upon an Exchange.

                  If specified as contemplated by Section 3.1 with respect to
the Securities of a particular series, the Company shall have the right to (a)
change the Stated Maturity of the principal of the Securities of such series
upon the liquidation of the applicable Trust and the exchange of such Securities
for the Preferred Securities of such Trust, or (b) extend the Stated Maturity of
the principal of the Securities of such series; provided that, at the time any
election to extend such Stated Maturity is made and at the time of such
extension, (i) the Company is not in bankruptcy, otherwise insolvent or in
liquidation, (ii) the Company is not in default in the payment of any interest
or principal or Additional Amounts on the Securities of such series and no
deferred interest payments thereon have accrued, (iii) the applicable Trust is
not in arrears on payments of Distributions on its Preferred Securities and no
deferred Distributions thereon have accumulated, (iv) the Securities of such
series are rated not less than BBB- by Standard & Poor's Ratings Services or
Baa3 by Moody's Investors Service, Inc. or the equivalent by any other
nationally recognized statistical rating organization and (v) the extended
Stated Maturity is no later than the 49th anniversary of the initial issuance of
the Preferred Securities of the applicable Trust; provided, further, that, if
the Company exercises its right to liquidate the applicable Trust and exchange
the Securities of such series for the Preferred Securities of such Trust as
specified in clause (a) above, any changed Stated Maturity of the principal of
the Securities of such series shall be no earlier than the date that is five
years after the initial issue date of the Preferred Securities and no later than
the date 30 years (plus an extended term of up to an additional 19 years if the
above-referenced conditions are satisfied) after the initial issue date of the
Preferred Securities of the applicable Trust.

                                  ARTICLE IV.

                     SATISFACTION AND DISCHARGE OF INDENTURE

            Section 4.1. Satisfaction and Discharge.

            Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at

                                       40
<PAGE>

the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series, when

                  (1) either

                        (a) all Securities of such series theretofore
                  authenticated and delivered and all Coupons appertaining
                  thereto (other than (i) Coupons appertaining to Bearer
                  Securities of such series surrendered in exchange for
                  Registered Securities of such series and maturing after such
                  exchange whose surrender is not required or has been waived as
                  provided in Section 3.5, (ii) Securities and Coupons of such
                  series which have been destroyed, lost or stolen and which
                  have been replaced or paid as provided in Section 3.6, (iii)
                  Coupons appertaining to Securities of such series called for
                  redemption and maturing after the relevant Redemption Date
                  whose surrender has been waived as provided in Section 11.7,
                  and (iv) Securities and Coupons 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 10.3) have been delivered to the Trustee
                  for cancellation; or

                        (b) all Securities of such series and, in the case of
                  (i) or (ii) below, any Coupons appertaining thereto not
                  theretofore delivered to the Trustee for cancellation (i) have
                  become due and payable, or (ii) will become due and payable at
                  their Stated Maturity within one year, or (iii) 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 (b)(i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such
purpose, money in the Currency in which such Securities are payable in an amount
sufficient to pay and discharge the entire indebtedness on such Securities and
any Coupons appertaining thereto not theretofore delivered to the Trustee for
cancellation, including the principal of, any premium and interest (including
any Additional Interest) on, and any Additional Amounts with respect to such
Securities and any Coupons appertaining thereto, to the date of such deposit (in
the case of Securities which have become due and payable) or to the Maturity
thereof, as the case may be;

                  (2) the Company has paid or caused to be paid all other sums
      payable hereunder by the Company with respect to the Outstanding
      Securities of such series and any Coupons appertaining thereto; and

                  (3) the Company has delivered to the Trustee an Officer's
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent herein provided for

                                       41
<PAGE>

      relating to the satisfaction and discharge of this Indenture as to such
      series have been complied with.

            In the event there are Securities of two or more series 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 Securities 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 Securities, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations
of the Company and the Trustee with respect to the Securities of such series
under Section 3.5, Section 3.6, Section 4.3, Section 10.2 and Section 10.3, with
respect to the payment of Additional Amounts, if any, with respect to such
Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.1(1)(b)),
and with respect to any rights to convert or exchange such Securities into
securities of the Company or another issuer shall survive.

            Section 4.2. Defeasance and Covenant Defeasance.

                  (1) Unless pursuant to Section 3.1, either or both of (i)
      defeasance of the Securities of or within a series under clause (2) of
      this Section 4.2 shall not be applicable with respect to the Securities of
      such series or (ii) covenant defeasance of the Securities of or within a
      series under clause (3) of this Section 4.2 shall not be applicable with
      respect to the Securities of such series, then such provisions, together
      with the other provisions of this Section 4.2 (with such modifications
      thereto as may be specified pursuant to Section 3.1 with respect to any
      Securities), shall be applicable to such Securities and any Coupons
      appertaining thereto, and the Company may at its option by Board
      Resolution, at any time, with respect to such Securities and any Coupons
      appertaining thereto, elect to have Section 4.2(2) or Section 4.2(3) be
      applied to such Outstanding Securities and any Coupons appertaining
      thereto upon compliance with the conditions set forth below in this
      Section 4.2.

                  (2) Upon the Company's exercise of the above option applicable
      to this Section 4.2(2) with respect to any Securities of or within a
      series, the Company shall be deemed to have been discharged from its
      obligations with respect to such Outstanding Securities and any Coupons
      appertaining thereto on the date the conditions set forth in clause (4) of
      this Section 4.2 are satisfied (hereinafter, "defeasance"). For this
      purpose, such defeasance means that the Company shall be deemed to have
      paid and discharged the entire Indebtedness represented by such
      Outstanding Securities and any Coupons appertaining thereto, and under the
      Guarantee in respect thereof, which shall thereafter be deemed to be
      "Outstanding" only for the purposes of clause (5) of this Section 4.2 and
      the other Sections of this Indenture referred to in clauses (i) and (ii)
      below, and to have satisfied all of its other obligations under such
      Securities and any Coupons appertaining thereto, and this Indenture
      insofar as such Securities and any Coupons appertaining

                                       42
<PAGE>

      thereto are concerned (and the Trustee, at the expense of the Company,
      shall execute proper instruments acknowledging the same), except for the
      following which shall survive until otherwise terminated or discharged
      hereunder: (i) the rights of Holders of such Outstanding Securities and
      any Coupons appertaining thereto to receive, solely from the trust fund
      described in clause (4) of this Section 4.2 and as more fully set forth in
      such clause, payments in respect of the principal of (and premium, if any)
      and interest (including any Additional Interest), if any, on, and
      Additional Amounts, if any, with respect to, such Securities and any
      Coupons appertaining thereto when such payments are due, and any rights of
      such Holder to convert such Securities into other securities of the
      Company or exchange such Securities for securities of another issuer, (ii)
      the obligations of the Company and the Trustee with respect to such
      Securities under Sections 3.5, Section 3.6, Section 10.2 and Section 10.3
      and with respect to the payment of Additional Amounts, if any, on such
      Securities as contemplated by Section 10.4 (but only to the extent that
      the Additional Amounts payable with respect to such Securities exceed the
      amount deposited in respect of such Additional Amounts pursuant to Section
      4.2(4)(a) below), and with respect to any rights to convert such
      Securities into other securities of the Company or exchange such
      Securities for securities of another issuer, (iii) the rights, powers,
      trusts, duties and immunities of the Trustee hereunder and (iv) this
      Section 4.2. The Company may exercise its option under this Section 4.2(2)
      notwithstanding the prior exercise of its option under clause (3) of this
      Section 4.2 with respect to such Securities and any Coupons appertaining
      thereto.

                  (3) Upon the Company's exercise of the option to have this
      Section 4.2(3) apply with respect to any Securities of or within a series,
      the Company shall be released from its obligations under any covenant
      applicable to such Securities specified pursuant to Section 3.1(20), with
      respect to such Outstanding Securities and any Coupons appertaining
      thereto, on and after the date the conditions set forth in clause (4) of
      this Section 4.2 are satisfied (hereinafter, "covenant defeasance"), and
      such Securities and any Coupons appertaining thereto shall thereafter be
      deemed to be not "Outstanding" for the purposes of any direction, waiver,
      consent or declaration or Act of Holders (and the consequences of any
      thereof) in connection with any such covenant, but shall continue to be
      deemed "Outstanding" for all other purposes hereunder. For this purpose,
      such covenant defeasance means that, with respect to such Outstanding
      Securities and any Coupons appertaining thereto, the Company may omit to
      comply with, and shall have no liability in respect of, any term,
      condition or limitation set forth in any such Section or such other
      covenant, whether directly or indirectly, by reason of any reference
      elsewhere herein to any such Section or such other covenant or by reason
      of reference in any such Section or such other covenant to any other
      provision herein or in any other document and such omission to comply
      shall not constitute a default or an Event of Default under Section 5.1(4)
      or Section 5.1(10) or otherwise, as the case may be, but, except as
      specified above, the remainder of this Indenture and such Securities and
      Coupons appertaining thereto shall be unaffected thereby.

                  (4) The following shall be the conditions to application of
      clause (2) or (3) of this Section 4.2 to any Outstanding Securities of or
      within a series and any Coupons appertaining thereto:

                                       43
<PAGE>

                        (a) The Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 6.8 who shall agree to
                  comply with the provisions of this Section 4.2 applicable to
                  it) as trust funds in trust for the purpose of making the
                  following payments, specifically pledged as security for, and
                  dedicated solely to, the benefit of the Holders of such
                  Securities and any Coupons appertaining thereto, (1) an amount
                  in Dollars or in such Foreign Currency in which such
                  Securities and any Coupons appertaining thereto are then
                  specified as payable at Stated Maturity, or (2) Government
                  Obligations applicable to such Securities and Coupons
                  appertaining thereto (determined on the basis of the Currency
                  in which such Securities and Coupons appertaining thereto are
                  then specified as payable at Stated Maturity) which through
                  the scheduled payment of principal and interest in respect
                  thereof in accordance with their terms will provide, not later
                  than one day before the due date of any payment of principal
                  of (and premium, if any) and interest (including any
                  Additional Interest), if any, on such Securities and any
                  Coupons appertaining thereto, money in an amount, or (3) a
                  combination thereof, in any case, in an amount, sufficient,
                  without consideration of any reinvestment of such principal
                  and interest, in the opinion of a nationally recognized firm
                  of independent public accountants expressed in a written
                  certification thereof delivered to the Trustee, to pay and
                  discharge, and which shall be applied by the Trustee (or other
                  qualifying trustee) to pay and discharge, (y) the principal of
                  (and premium, if any) and interest (including any Additional
                  Interest), if any, on such Outstanding Securities and any
                  Coupons appertaining thereto at the Stated Maturity of such
                  principal or installment of principal or premium or interest
                  and (z) any mandatory sinking fund payments or analogous
                  payments applicable to such Outstanding Securities and any
                  Coupons appertaining thereto on the days on which such
                  payments are due and payable in accordance with the terms of
                  this Indenture and of such Securities and any Coupons
                  appertaining thereto.

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

                        (c) No Event of Default or event which with notice or
                  lapse of time or both would become an Event of Default with
                  respect to such Securities and any Coupons appertaining
                  thereto shall have occurred and be continuing on the date of
                  such deposit and, with respect to defeasance only, at any time
                  during the period ending on the 123rd day after the date of
                  such deposit (it being understood that this condition shall
                  not be deemed satisfied until the expiration of such period).

                                       44
<PAGE>

                        (d) In the case of an election under clause (2) of this
                  Section 4.2, the Company shall have delivered to the Trustee
                  an Opinion of Counsel stating that (i) the Company has
                  received from the Internal Revenue Service a letter ruling, or
                  there has been published by the Internal Revenue Service a
                  Revenue Ruling, or (ii) since the date of execution of this
                  Indenture, there has been a change in the applicable Federal
                  income tax law, in either case to the effect that, and based
                  thereon such opinion shall confirm that, the Holders of such
                  Outstanding Securities and any Coupons appertaining thereto
                  will not recognize income, gain or loss for Federal income tax
                  purposes as a result of such defeasance and will be subject to
                  Federal income tax on the same amounts, in the same manner and
                  at the same times as would have been the case if such
                  defeasance had not occurred.

                        (e) In the case of an election under clause (3) of this
                  Section 4.2, the Company shall have delivered to the Trustee
                  an Opinion of Counsel to the effect that the Holders of such
                  Outstanding Securities and any Coupons appertaining thereto
                  will not recognize income, gain or loss for Federal income tax
                  purposes as a result of such covenant defeasance and will be
                  subject to Federal income tax on the same amounts, in the same
                  manner and at the same times as would have been the case if
                  such covenant defeasance had not occurred.

                        (f) The Company shall have delivered to the Trustee an
                  Opinion of Counsel to the effect that, after the 123rd day
                  after the date of deposit, all money and Government
                  Obligations (or other property as may be provided pursuant to
                  Section 3.1) (including the proceeds thereof) deposited or
                  caused to be deposited with the Trustee (or other qualifying
                  trustee) pursuant to this clause (4) to be held in trust will
                  not be subject to any case or proceeding (whether voluntary or
                  involuntary) in respect of the Company under any Federal or
                  State bankruptcy, insolvency, reorganization or other similar
                  law, or any decree or order for relief in respect of the
                  Company issued in connection therewith.

                        (g) The Company and the Guarantor shall have delivered
                  to the Trustee an Officer's Certificate and the Company shall
                  have delivered to the Trustee an Opinion of Counsel, each
                  stating that all conditions precedent to the defeasance or
                  covenant defeasance under clause (2) or (3) of this Section
                  4.2 (as the case may be) have been complied with.

                        (h) Notwithstanding any other provisions of this Section
                  4.2(4), such defeasance or covenant defeasance shall be
                  effected in compliance with any additional or substitute
                  terms, conditions or limitations which may be imposed on the
                  Company in connection therewith pursuant to Section 3.1.

                                       45
<PAGE>

                  (5) Unless otherwise specified in or pursuant to this
      Indenture or any Security, if, after a deposit referred to in Section
      4.2(4)(a) has been made, (a) the Holder of a Security in respect of which
      such deposit was made is entitled to, and does, elect pursuant to Section
      3.1 or the terms of such Security to receive payment in a Currency other
      than that in which the deposit pursuant to Section 4.2(4)(a) has been made
      in respect of such Security, or (b) a Conversion Event occurs in respect
      of the Foreign Currency in which the deposit pursuant to Section 4.2(4)(a)
      has been made, the indebtedness represented by such Security and any
      Coupons appertaining thereto shall be deemed to have been, and will be,
      fully discharged and satisfied through the payment of the principal of
      (and premium, if any), and interest (including any Additional Interest),
      if any, on, and Additional Amounts, if any, with respect to, such Security
      as the same becomes due out of the proceeds yielded by converting (from
      time to time as specified below in the case of any such election) the
      amount or other property deposited in respect of such Security into the
      Currency in which such Security becomes payable as a result of such
      election or Conversion Event based on (x) in the case of payments made
      pursuant to clause (a) above, the applicable market exchange rate for such
      Currency in effect on the second Business Day prior to each payment date,
      or (y) with respect to a Conversion Event, the applicable market exchange
      rate for such Foreign Currency in effect (as nearly as feasible) at the
      time of the Conversion Event.

            The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of this Section 4.2(5) and Section 4.3, the
"Trustee") against any tax, fee or other charge, imposed on or assessed against
the Government Obligations deposited pursuant to this Section 4.2 or the
principal or 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 such
Outstanding Securities and any Coupons appertaining thereto.

            Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

            Section 4.3. Application of Trust Money.

            Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent or the Guarantor acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities and any Coupons appertaining thereto of all sums
due and to become due thereon in

                                       46
<PAGE>

respect of principal (and premium, if any) and interest (including any
Additional Interest) and Additional Amounts, if any; but such money and
Government Obligations need not be segregated from other funds except to the
extent required by law.

                                   ARTICLE V.

                                    REMEDIES

            Section 5.1. Events of Default.

            "Event of Default," wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be 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, Board Resolution or Officer's Certificate
establishing the terms of such Series pursuant to this Indenture:

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

                  (2) default in the payment of the principal of or any premium
      on any Security of such series, or any Additional Amounts payable with
      respect thereto, when such principal or premium becomes or such Additional
      Amounts become due and payable at their Maturity or on redemption or
      otherwise; or

                  (3) default in the deposit of any sinking fund payment when
      and as due by the terms of a Security of such series; or

                  (4) default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture or the Securities (other than a
      covenant or warranty 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
      Securities other than such series), and continuance of such default or
      breach for a period of 60 days after there has been given, by registered
      or certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in principal amount of the
      Outstanding Securities of such series or, if that series of Securities is
      held by a Trust, the holders of at least 25% in liquidation amount of the
      Preferred Securities of that Trust then outstanding, a written notice
      specifying such default or breach and requiring it to be remedied and
      stating that such notice is a "Notice of Default" hereunder; or

                                       47
<PAGE>

                  (5) if any event of default as defined in any mortgage,
      indenture or instrument under which there may be issued, or by which there
      may be secured or evidenced, any Indebtedness of the Company (including an
      Event of Default under any other series of Securities), whether such
      Indebtedness now exists or shall hereafter be created or incurred, shall
      happen and shall consist of default in the payment of more than
      $50,000,000 in principal amount of such Indebtedness at the maturity
      thereof (after giving effect to any applicable grace period) or shall
      result in such Indebtedness in principal amount in excess of $50,000,000
      becoming or being declared due and payable prior to the date on which it
      would otherwise become due and payable, and such default shall not be
      cured or such acceleration shall not be rescinded or annulled within a
      period of 30 days after there shall have been given, by registered or
      certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in principal amount of the
      Outstanding Securities of such series or, if that series of Securities is
      held by a Trust, the holders of at least 25% in liquidation amount of the
      Preferred Securities of that Trust then outstanding, a written notice
      specifying such event of default and requiring the Company to cause such
      acceleration to be rescinded or annulled or to cause such Indebtedness to
      be discharged and stating that such notice is a "Notice of Default"
      hereunder; or

                  (6) the Company shall fail within 60 days to pay, bond or
      otherwise discharge any uninsured judgment or court order for the payment
      of money in excess of $50,000,000, which is not stayed on appeal or is not
      otherwise being appropriately contested in good faith; or

                  (7) in the event subordinated debt securities are issued to a
      trust or a trustee for such trust in connection with the issuance of
      preferred securities and common securities by such trust, the voluntary or
      involuntary dissolution, winding up or termination of such trust, except
      in connection with the distribution of subordinated debt securities to the
      holders of preferred securities and common securities in liquidation of
      that trust, the redemption of all of the preferred securities and common
      securities of such trust, or certain mergers, consolidations or
      amalgamations, each as permitted by the restated trust agreement of such
      trust; or

                  (8) the entry by a court having competent jurisdiction of:

                        (a) a decree or order for relief in respect of the
                  Company in an involuntary proceeding under any applicable
                  bankruptcy, insolvency, reorganization (other than a
                  reorganization under a foreign law that does not relate to
                  insolvency) or other similar law and such decree or order
                  shall remain unstayed and in effect for a period of 60
                  consecutive days; or

                        (b) a decree or order adjudging the Company to be
                  insolvent, or approving a petition seeking reorganization
                  (other than a reorganization under a foreign law that does not
                  relate to insolvency), 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

                                       48
<PAGE>

                        (c) a final and non-appealable order appointing a
                  custodian, receiver, liquidator, assignee, trustee or other
                  similar official 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

                  (9) the commencement by the Company of a voluntary proceeding
      under any applicable bankruptcy, insolvency, reorganization (other than a
      reorganization under a foreign law that does not relate to insolvency) or
      other similar law or of a voluntary proceeding seeking to be adjudicated
      insolvent or the consent by the Company to the entry of a decree or order
      for relief in an involuntary proceeding under any applicable bankruptcy,
      insolvency, reorganization or other similar law or to the commencement of
      any insolvency proceedings against it, or the filing by the Company of a
      petition or answer or consent seeking reorganization, arrangement,
      adjustment or composition of the Company or relief under any applicable
      law, or the consent by the Company to the filing of such petition or to
      the appointment of or taking possession by a custodian, receiver,
      liquidator, assignee, trustee or similar official of the Company or any
      substantial part of the property of the Company or the making by the
      Company of an assignment for the benefit of creditors, or the taking of
      corporate action by the Company in furtherance of any such action; or

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

            Section 5.2. Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default with respect to Securities of any series at
the time Outstanding (other than an Event of Default specified in clause (7) or
(8) of Section 5.1) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series may declare the principal of all the Securities of such series, or such
lesser amount as may be provided for in the Securities of such series, to be due
and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by the Holders), and upon any such declaration such principal
or such lesser amount shall become immediately due and payable; provided that,
in the case of Securities of a series issued to a Trust, if, upon an Event of
Default (other than an Event of Default specified in clause (7) or (8) of
Section 5.1), the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of such series fail to declare the
principal of all the Securities of such series, or such lesser amount as may be
provided for in the Securities of such series, to be immediately due and
payable, the holders of at least 25% in liquidation amount of the Preferred
Securities of such Trust then outstanding shall have such right by a notice in
writing to the Company, the Trustee and the Property Trustee; and upon any such
declaration such principal or such lesser amount and all accrued and unpaid
interest (including any Additional Interest) thereon shall become immediately
due and payable, provided that the payment of principal and interest and all
other amounts due with respect to such Securities shall remain subordinated to
the extent provided in Article 16.

                                       49
<PAGE>

            If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest (including any Additional
Interest) on the Outstanding Securities of that series (or such lesser amount as
may be provided for in the Securities of such series) shall ipso facto become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder of any Security of that series.

            At any time after a declaration of acceleration with respect to the
Securities of any series has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article provided, the Holders of not less than a majority in principal amount of
the Outstanding Securities of such series (subject to, in the case of any series
of Securities held as assets of a Trust, such consent of the holders of the
Preferred Securities and the Common Securities of such Trust as may be required
under the Trust Agreement of such Trust), by written notice to the Company, the
Guarantor and the Trustee, may rescind and annul such declaration and its
consequences if

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

                        (a) all overdue installments of any interest (including
                  any Additional Interest) on and Additional Amounts with
                  respect to all Securities of such series and any Coupon
                  appertaining thereto,

                        (b) the principal of and any premium on any Securities
                  of such series which have become due otherwise than by such
                  declaration of acceleration and interest thereon and any
                  Additional Amounts with respect thereto at the rate or rates
                  borne by or provided for in such Securities,

                        (c) to the extent that payment of such interest or
                  Additional Amounts is lawful, interest upon overdue
                  installments of any interest and Additional Amounts at the
                  rate or rates borne by or provided for in such Securities, and

                        (d) all sums paid or advanced by the Trustee hereunder
                  and the reasonable compensation, expenses, disbursements and
                  advances of the Trustee, its agents and counsel and all other
                  amounts due the Trustee under Section 6.7; and

                  (2) all Events of Default with respect to Securities of such
      series, other than the non-payment of the principal of, any premium and
      interest on, and any Additional Amounts with respect to Securities of such
      series which shall have become due solely by such declaration of
      acceleration, shall have been cured or waived as provided in Section 5.13.

            In the case of Securities of a series issued to a Trust, should the
Holders of such Securities fail to rescind and annul such declaration and its
consequences, the holders of a majority in liquidation amount of the Preferred
Securities of such Trust then outstanding shall

                                       50
<PAGE>

have such right by written notice to the Company, the Trustee and the Property
Trustee, subject to satisfaction of the conditions set forth in clauses (1) and
(2) above of this Section 5.2.

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

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

            The Company covenants that if

                  (1) default is made in the payment of any installment of
      interest (including any Additional Interest) on or any Additional Amounts
      with respect to any Security or any Coupon appertaining thereto when such
      interest or Additional Amounts shall have become due and payable and such
      default continues for a period of 30 days, or

                  (2) default is made in the payment of the principal of or any
      premium on any Security or any Additional Amounts with respect thereto at
      their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest (including any Additional
Interest) upon the overdue principal, upon any premium and (to the extent that
payment of such interest shall be legally enforceable and, if the Securities are
held by a Trust, without duplication of any other amounts paid to such Trust in
respect thereof) upon any overdue installments of interest and Additional
Amounts at the rate or rates borne by or provided for in such Securities, and,
in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under Section 6.7.

            If the Company or the Guarantor fails to pay the money it is
required to pay the Trustee pursuant to the preceding paragraph forthwith upon
the demand of the Trustee, the Trustee, in its own name and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
money so due and unpaid, and may prosecute such proceeding to judgment or final
decree, and may enforce the same against the Company or any other obligor upon
such Securities and any Coupons appertaining thereto and collect the monies
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or the Guarantor or any other obligor upon such
Securities and any Coupons appertaining thereto, wherever situated.

            If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series and any Coupons appertaining thereto 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

                                       51
<PAGE>

Indenture or such Securities or in aid of the exercise of any power granted
herein or therein, or to enforce any other proper remedy.

            Section 5.4. Trustee May File Proofs of Claim.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company or the Guarantor for the payment of any overdue principal,
premium, interest (including any Additional Interest) or Additional Amounts)
shall be entitled and empowered, by intervention in such proceeding or
otherwise,

                  (1) to file and prove a claim for the whole amount, or such
      lesser amount as may be provided for in the Securities of any applicable
      series, of the principal and any premium, interest (including any
      Additional Interest) and Additional Amounts owing and unpaid in respect of
      the Securities and any Coupons appertaining thereto 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 or counsel) and of the Holders of Securities or any Coupons
      appertaining thereto allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons 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 of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.7.

            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 Security
or any Coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or Coupons or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder of a
Security or any Coupon in any such proceeding.

            Section 5.5. Trustee May Enforce Claims without Possession of
Securities or Coupons.

            All rights of action and claims under this Indenture or any of the
Securities or Coupons may be prosecuted and enforced by the Trustee without the
possession of any of the

                                       52
<PAGE>

Securities or Coupons or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery or judgment, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, shall be for
the ratable benefit of each and every Holder of the Securities or Coupons in
respect of which such judgment has been recovered.

            Section 5.6. Application of Money Collected.

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

            FIRST: To the payment of all amounts due the Trustee and any
predecessor Trustee under Section 6.7;

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

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

            Section 5.7. Limitations on Suits.

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

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

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

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

                                       53
<PAGE>

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other 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 (it being further
understood that the Trustee does not have an affirmative duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
Holders).

            Section 5.8. Unconditional Right of Holders to Receive Principal and
any Premium, Interest and Additional Amounts.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5, 3.7 and 3.11) interest (including any Additional Interest) on,
and any Additional Amounts with respect to such Security or payment of such
Coupon, as the case may be, on the respective Stated Maturity or Maturities
therefor specified in such Security or Coupon (or, in the case of redemption, on
the Redemption Date or, in the case of repayment at the option of such Holder if
provided in or pursuant to this Indenture, on the date such repayment is due)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder. In the case of
Securities of a series issued to a Trust, any holder of Preferred Securities
issued by such Trust shall have the right, upon the occurrence of an Event of
Default described in Section 5.1(1) or 5.1(2) hereof, to institute directly a
proceeding against the Company or the Guarantor, as the case may be, for
enforcement of payment to such holder of principal of, and any premium and
(subject to Sections 3.5, 3.7 and 3.11) interest (including any Additional
Interest) on, and Additional Amounts with respect to, such Securities having a
principal amount equal to the liquidation amount of such Preferred Securities
held by such holder (a "Direct Action").

            Notwithstanding any payments made to a holder of Preferred
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 and
Additional Amounts, if any, with respect to the related Securities, and the
Company shall be subrogated to the rights of the holder of such Preferred
Securities with respect to payments on the Preferred Securities to the extent of
any payments made by the Company to such holder in any Direct Action.

                                       54
<PAGE>

            Section 5.9. Restoration of Rights and Remedies.

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

            Section 5.10. Rights and Remedies Cumulative.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee, to each and every Holder of a Security or a Coupon or
to the holders of Preferred Securities is intended to be exclusive of any other
right or remedy, and every right and remedy, to the extent permitted by law,
shall be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not, to the extent permitted by law, prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            Section 5.11. Delay or Omission Not Waiver.

            No delay or omission of the Trustee or of any Holder of any Security
or Coupon or of the holders of Preferred Securities to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to any
Holder of a Security or a Coupon or to the holders of Preferred Securities may
be exercised from time to time, and as often as may be deemed expedient, by the
Trustee, by such Holder or by such holders of Preferred Securities, as the case
may be.

            Section 5.12. Control by Holders of Securities.

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

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

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

                                       55
<PAGE>

                  (3) such direction is not unduly prejudicial to the rights of
      the other Holders of Securities of such series not joining in such action
      (it being understood that the Trustee does not have an affirmative duty to
      ascertain whether or not such actions or forbearances are unduly
      prejudicial to such Holders).

            Section 5.13. Waiver of Past Defaults.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series on behalf of the Holders of all the
Securities of such series and any Coupons appertaining thereto and, in the case
of any Securities issued to a Trust, the holders of not less than a majority in
liquidation amount of the Preferred Securities issued by such Trust then
outstanding, may waive any past default hereunder with respect to such series
and its consequences, except a default

                  (1) in the payment of the principal of, any premium or
      interest (including any Additional Interest) on, or any Additional Amounts
      with respect to, any Security of such series or any Coupons appertaining
      thereto, or

                  (2) in respect of a covenant or provision hereof which under
      Article 9 cannot be modified or amended without the consent of the Holder
      of each Outstanding Security of such series affected.

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

            Section 5.14. Waiver of Usury, Stay or Extension Laws.

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

            Section 5.15. Undertaking for Costs.

            All parties to this Indenture agree, and each Holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit having due regard to the merits and good
faith of the claims or defenses made by

                                       56
<PAGE>

such party litigant; but the provisions of this Section 5.15 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than 10% in principal amount of
Outstanding Securities of any series or, if a series of Securities is held by a
Trust, the holders of more than 10% in liquidation amount of the Preferred
Securities of that Trust then outstanding, or to any suit instituted by any
Holder or any holder of Preferred Securities for the enforcement of the payment
of the principal of (or premium, if any) or interest (including any Additional
Interest), if any, on or Additional Amounts, if any, with respect to any
Security on or after the respective Stated Maturities expressed in such Security
(or, in the case of redemption, on or after the Redemption Date, and, in the
case of repayment, on or after the date for repayment) or for the enforcement of
the right, if any, to convert or exchange any Security into other securities in
accordance with its terms.

                                  ARTICLE VI.

                                  THE TRUSTEE

      Section 6.1. Certain Duties and Responsibilities.

                  (a) Except during the continuance of an Event of Default,

                  (1) the Trustee undertakes to perform such duties and only
      such duties as are specifically set forth in this Indenture, and no
      implied covenants or obligations shall be read into this Indenture against
      the Trustee; and

                  (2) 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; but
      in the case of any such certificates or opinions which by any provision
      hereof are specifically required to be furnished to the Trustee, the
      Trustee shall be under a duty to examine the same to determine whether or
      not they conform to the requirements of this Indenture (but need not
      confirm or investigate the accuracy of mathematical calculations or other
      facts stated therein).

                  (b) In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.

                  (c) No provision of this Indenture shall be construed to
relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that

                  (1) this Subsection shall not be construed to limit the effect
      of Subsection (a) of this Section;

                                       57
<PAGE>

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

                  (3) the Trustee shall not be liable with respect to any action
            taken or omitted to be taken by it in good faith in accordance with
            the direction of the Holders of a majority in principal amount of
            the Outstanding Securities of any series, determined as provided in
            Sections 1.1, 1.4 and 5.12, relating to the time, method and place
            of conducting any proceeding for any remedy available to the
            Trustee, or exercising any trust or power conferred upon the
            Trustee, under this Indenture with respect to the Securities of such
            series; and

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

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Trustee shall be subject to the provisions of
this Section.

            Section 6.2. Certain Rights of Trustee.

            Subject to Sections 315(a) through 315(d) of the Trust Indenture
Act:

                  (1) the Trustee may conclusively rely and shall be fully
      protected in acting or refraining from acting upon any resolution,
      certificate, statement, instrument, opinion, report, notice, request,
      direction, consent, order, bond, debenture, note, coupon 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;

                  (2) any request or direction of the Company mentioned herein
      shall be sufficiently evidenced by a Company Request or a Company Order
      (in each case, other than delivery of any Security, together with any
      Coupons appertaining thereto, to the Trustee for authentication and
      delivery pursuant to Section 3.3 which shall be sufficiently evidenced as
      provided therein except in case of an exchange) and any resolution of the
      Board of Directors may be sufficiently evidenced by a Board Resolution;

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

                  (4) 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

                                       58
<PAGE>

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

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

                  (6) the Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture, coupon or other paper or document, but
      the Trustee, in its discretion, may, but shall not be obligated to 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 sole cost of the
      Company and shall incur no liability or additional liability of any kind
      by reason of such inquiry or investigation;

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

                  (8) the Trustee shall not be liable for any action taken or
      error of judgment made in good faith by a Responsible Officer or
      Responsible Officers of the Trustee, unless it shall be proved that the
      Trustee was negligent, acted in bad faith or engaged in willful
      misconduct;

                  (9) the Authenticating Agent, Paying Agent, and Security
      Registrar shall have the same rights, privileges, protections, immunities,
      benefits, protections and rights to indemnification as the Trustee set
      forth hereunder;

                  (10) in no event shall the Trustee be responsible or liable
      for special, indirect, or consequential loss or damage of any kind
      whatsoever (including, but not limited to, loss of profit) irrespective of
      whether the Trustee has been advised of the likelihood of such loss or
      damage and regardless of the form of action;

                  (11) the Trustee may request that the Company deliver an
      Officers' Certificate setting forth the names of individuals and/or titles
      of officers authorized at such time to take specified actions pursuant to
      this Indenture, which Officers' Certificate may be signed by any person
      authorized to sign an Officers' Certificate, including any person
      specified as so authorized in any such certificate previously delivered
      and not superseded; and

                                       59
<PAGE>

                  (12) the Trustee shall not be liable with respect to any
      action taken, suffered or omitted to be taken by it in good faith in
      accordance with an Act of the Holders hereunder, and, to the extent not so
      provided herein, with respect to any act requiring the Trustee to exercise
      its own discretion, relating to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any
      trust or power conferred upon the Trustee, under this Indenture or any
      Securities, unless it shall be proved that, in connection with any such
      action taken, suffered or omitted or any such act, the Trustee was
      negligent, acted in bad faith or engaged in willful misconduct.

            Section 6.3. Notice of Defaults.

            Within five (5) Business Days after the occurrence of any default
hereunder with respect to the Securities of any series, the Trustee shall
transmit by mail to all Holders of Securities of such series entitled to receive
reports pursuant to Section 7.3(3), notice of such default hereunder actually
known to a Responsible Officer of the Trustee, unless such default shall have
been cured or waived; provided, however, that the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
best interest of the Holders of Securities and Coupons of such series; and
provided, further, that in the case of any default of the character specified in
Section 5.1(5) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

            Section 6.4. Not Responsible for Recitals or Issuance of Securities.

            The recitals contained herein and in the Securities, except the
Trustee's certificate of authentication, and in any Coupons shall be taken as
the statements of the Company and neither the Trustee nor any Authenticating
Agent assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or the Coupons, except that the Trustee represents that it is duly
authorized to execute and deliver this Indenture, authenticate the Securities
and perform its obligations hereunder and that the statements made by it in a
Statement of Eligibility on Form T-1 supplied to the Company are true and
accurate, subject to the qualifications set forth therein. Neither the Trustee
nor any Authenticating Agent shall be accountable for the use or application by
the Company of the Securities or the proceeds thereof.

            Section 6.5. May Hold Securities.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other Person that may be an agent of the Trustee or
the Guarantor or the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities or Coupons and, subject to Sections
310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Company
or the Guarantor with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other Person.

                                       60
<PAGE>

            Section 6.6. Money Held in Trust.

            Except as provided in Section 4.3 and Section 10.3, money held by
the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

            Section 6.7. Compensation and Reimbursement.

            The Company agrees:

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

                  (2) except as otherwise expressly provided herein, to
      reimburse the Trustee upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance
      with any provision of this Indenture or arising out of or in connection
      with the acceptance or administration of the trust or trusts hereunder
      (including the reasonable compensation and the expenses and disbursements
      of its agents and counsel), except any such expense, disbursement or
      advance as may be attributable to the Trustee's negligence or bad faith;
      and

                  (3) to indemnify the Trustee and its agents, officers,
      directors and employees for, and to hold them harmless against, any loss,
      damage, claims, liability or expense including taxes (other than taxes
      based upon, measured by or determined by income of the Trustee), incurred
      without negligence or bad faith on their part, arising out of or in
      connection with the acceptance or administration of the trust or trusts
      hereunder, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of their powers or duties hereunder, except to the
      extent that any such loss, damage, claims, liability or expense was due to
      the Trustee's negligence or bad faith.

            As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities of any
series upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the payment of principal of, and premium or
interest (including any Additional Interest) on or any Additional Amounts with
respect to Securities or any Coupons appertaining thereto.

            To the extent permitted by law, any compensation or expense incurred
by the Trustee after a default specified in or pursuant to Section 5.1 is
intended to constitute an expense of administration under any then applicable
bankruptcy or insolvency law. "Trustee" for purposes of this Section 6.7 shall
include any predecessor Trustee but the negligence or bad faith of any Trustee
shall not affect the rights of any other Trustee under this Section 6.7.

                                       61
<PAGE>

            The provisions of this Section 6.7 shall survive the satisfaction
and discharge of this Indenture or the earlier resignation or removal of the
Trustee and shall apply with equal force and effect to the Trustee in its
capacity as Authenticating Agent, Paying Agent or Security Registrar.

            Section 6.8. Corporate Trustee Required; Eligibility.

            There shall at all times be a Trustee hereunder that is a
Corporation organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, that is eligible under
Section 310(a)(1) of the Trust Indenture Act to act as trustee under an
indenture qualified under the Trust Indenture Act and that has a combined
capital and surplus (computed in accordance with Section 310(a)(2) of the Trust
Indenture Act) of at least $50,000,000, and that is subject to supervision or
examination by Federal or state authority. 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.

            Section 6.9. Resignation and Removal; Appointment of Successor.

                  (1) 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
      pursuant to Section 6.10.

                  (2) The Trustee may resign at any time with respect to the
      Securities of one or more series by giving written notice thereof to the
      Company and the Guarantor. If the instrument of acceptance by a successor
      Trustee required by Section 6.10 shall not have been delivered to the
      Trustee within 30 days after the giving of such notice of resignation, the
      resigning Trustee may, at the expense of the Company, petition any court
      of competent jurisdiction for the appointment of a successor Trustee with
      respect to such series.

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

                  (4) If at any time:

                        (a) the Trustee shall fail to comply with the
                  obligations imposed upon it under Section 310(b) of the Trust
                  Indenture Act with respect to Securities of any series after
                  written request therefor by the Company or any Holder of a
                  Security of such series who has been a bona fide Holder of a
                  Security of such series for at least six months, or

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

                                       62
<PAGE>

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder
of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee with
respect to all Securities of such series and the appointment of a successor
Trustee or Trustees.

                  (5) If the Trustee shall resign, be removed or become
      incapable of acting, or if a vacancy shall occur in the office of Trustee
      for any cause, with respect to the Securities of one or more series, the
      Company, by or pursuant to a Board Resolution, shall promptly appoint a
      successor Trustee or Trustees with respect to the Securities of such
      series (it being understood that any such successor Trustee may be
      appointed with respect to the Securities of one or more or all of such
      series and that at any time there shall be only one Trustee with respect
      to the Securities of any particular series) and shall comply with the
      applicable requirements of Section 6.10. If, within one year after such
      resignation, removal or incapacity, or the occurrence of such vacancy, a
      successor Trustee with respect to the Securities of any series shall be
      appointed by Act of the Holders of a majority in principal amount of the
      Outstanding Securities of such series delivered to the Company and the
      retiring Trustee, the successor Trustee so appointed shall, forthwith upon
      its acceptance of such appointment in accordance with the applicable
      requirements of Section 6.10, become the successor Trustee with respect to
      the Securities of such series and to that extent supersede the successor
      Trustee appointed by the Company. If no successor Trustee with respect to
      the Securities of any series shall have been so appointed by the Company
      or the Holders of Securities and accepted appointment in the manner
      required by Section 6.10, any Holder of a Security who has been a bona
      fide Holder of a Security of such series for at least six months may, on
      behalf of himself and all others similarly situated, petition any court of
      competent jurisdiction for the appointment of a successor Trustee with
      respect to the Securities of such series.

                  (6) The Company shall give notice of each resignation and each
      removal of the Trustee with respect to the Securities of any series and
      each appointment of a successor Trustee with respect to the Securities of
      any series by mailing written notice of such event by first-class mail,
      postage prepaid, to the Holders of Registered Securities, if any, of such
      series as their names and addresses appear in the Security Register and,
      if Securities of such series are issued as Bearer Securities, by
      publishing notice of such event once in an Authorized Newspaper in each
      Place of Payment located outside the United States. Each notice shall
      include the name of the successor Trustee with respect to the Securities
      of such series and the address of its Corporate Trust Office.

                                       63
<PAGE>

                  (7) In no event shall any retiring Trustee be liable for the
      acts or omissions of any successor Trustee hereunder.

            Section 6.10. Acceptance of Appointment by Successor.

                  (1) Upon the appointment hereunder of any successor Trustee
      with respect to all Securities, such successor Trustee so appointed shall
      execute, acknowledge and deliver to the Company, the Guarantor and 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
      hereunder of the retiring Trustee; but, on the request of the Company or
      such successor Trustee, such retiring Trustee, upon payment of its
      charges, shall execute and deliver an instrument transferring to such
      successor Trustee all the rights, powers and trusts of the retiring
      Trustee and, subject to Section 10.3, shall duly assign, transfer and
      deliver to such successor Trustee all property and money held by such
      retiring Trustee hereunder, subject nevertheless to its claim, if any,
      provided for in Section 6.7.

                  (2) Upon the appointment hereunder of any successor Trustee
      with respect to the Securities of one or more (but not all) series, the
      Company, the retiring Trustee and such successor Trustee shall execute and
      deliver an indenture supplemental hereto wherein each successor Trustee
      shall accept such appointment and which (1) shall contain such provisions
      as shall be necessary or desirable to transfer and confirm to, and to vest
      in, such successor Trustee all the rights, powers, trusts and duties of
      the retiring Trustee with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates, (2) if
      the retiring Trustee is not retiring with respect to all Securities, shall
      contain such provisions as shall be deemed necessary or desirable to
      confirm that all the rights, powers, trusts and duties of the retiring
      Trustee with respect to the Securities of that or those series as to which
      the retiring Trustee is not retiring shall continue to be vested in the
      retiring Trustee, and (3) shall add to or change any of the provisions of
      this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, it being
      understood that nothing herein or in such supplemental indenture shall
      constitute such Trustees co-trustees of the same trust, 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 that no Trustee shall be responsible for any notice given to, or
      received by, or any act or failure to act on the part of any other Trustee
      hereunder, 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, such retiring Trustee shall have
      no further responsibility for the exercise of rights and powers or for the
      performance of the duties and obligations vested in the Trustee under this
      Indenture with respect to the Securities of that or those series to which
      the appointment of such successor Trustee relates other than as
      hereinafter expressly set forth, 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 with respect to the
      Securities of that or those series to which the appointment of such
      successor Trustee relates; but, on

                                       64
<PAGE>

      request of the Company, the Guarantor or such successor Trustee, such
      retiring Trustee, upon payment of its charges with respect to the
      Securities of that or those series to which the appointment of such
      successor Trustee relates and subject to Section 10.3 shall duly assign,
      transfer and deliver to such successor Trustee, to the extent contemplated
      by such supplemental indenture, the property and money held by such
      retiring Trustee hereunder with respect to the Securities of that or those
      series to which the appointment of such successor Trustee relates, subject
      to its claim, if any, provided for in Section 6.7.

                  (3) Upon request of any Person appointed hereunder as a
      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 (1) or
      (2) of this Section, as the case may be.

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

            Section 6.11. Merger, Conversion, Consolidation or Succession to
Business.

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

            Section 6.12. Appointment of Authenticating Agent.

            The Trustee may appoint one or more Authenticating Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that or
those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be acceptable 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 Trust Indenture Act to act
as trustee under an indenture qualified under the Trust Indenture Act, 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 Trust

                                       65
<PAGE>

Indenture Act) 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.

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

            An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Guarantor. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and the Guarantor and shall (i)
mail written notice of such appointment by first-class mail, postage prepaid, to
all Holders of Registered Securities, if any, of the series with respect to
which such Authenticating Agent shall serve, as their names and addresses appear
in the Security Register, and (ii) if Securities of the series are issued as
Bearer Securities, publish notice of such appointment at least once in an
Authorized Newspaper in the place where such successor Authenticating Agent has
its principal office if such office is located outside the United States. Any
successor Authenticating Agent, upon acceptance of its appointment hereunder,
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

            The Company agrees to pay each Authenticating Agent from time to
time reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

            The provisions of Section 3.8, Section 6.4 and Section 6.5 shall be
applicable to each Authenticating Agent.

            If an Authenticating Agent is appointed with respect to one or more
series of Securities pursuant to this Section, the Securities of such series may
have endorsed thereon, in addition to or in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:

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

                                       66
<PAGE>

                                THE BANK OF NEW YORK, as Trustee

                                By______________________________________________
                                      as Authenticating Agent

                                By______________________________________________
                                      Authorized Signatory

            If all of the Securities of any series may not be originally issued
at one time, and if the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested in writing (which writing need
not be accompanied by or contained in an Officer's Certificate by the Company),
shall appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

                                  ARTICLE VII.

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

            Section 7.1. Company to Furnish Trustee Names and Addresses of
Holders.

            In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

                  (1) semi-annually with respect to Securities of each series
      not later than May 1 and November 1 of the year or upon such other dates
      as are set forth in or pursuant to the Board Resolution or indenture
      supplemental hereto authorizing such series, a list, in each case in such
      form as the Trustee may reasonably require, of the names and addresses of
      Holders as of the applicable date, and

                  (2) at such other times as the Trustee may request in writing,
      within 30 days after the receipt by the Company of any such request, a
      list of similar form and content as of a date not more than 15 days prior
      to the time such list is furnished, provided, however, that so long as the
      Trustee is the Security Registrar no such list shall be required to be
      furnished.

            Section 7.2. Preservation of Information; Communications to Holders.

            The Trustee shall comply with the obligations imposed upon it
pursuant to Section 312 of the Trust Indenture Act.

            Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that none of the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Securities in accordance with Section 312(c) of the Trust
Indenture Act, regardless of the source from which such information

                                       67
<PAGE>

was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under Section 312(b) of the
Trust Indenture Act.

            Section 7.3. Reports by Trustee.

                  (1) Within 60 days after May 15 of each year commencing with
      the first pursuant to Section 3.1, if required by Section 313(a) of the
      Trust Indenture Act, the Trustee shall transmit, pursuant to Section
      313(c) of the Trust Indenture Act, a brief report dated as of such May 15
      with respect to any of the events specified in said Section 313(a) which
      may have occurred since the later of the immediately preceding May 15 and
      the date of this Indenture.

                  (2) The Trustee shall transmit the reports required by Section
      313(a) of the Trust Indenture Act at the times specified therein.

                  (3) Reports pursuant to this Section shall be transmitted in
      the manner and to the Persons required by Sections 313(c) and 313(d) of
      the Trust Indenture Act.

            Section 7.4. Reports by Company.

            The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

                  (1) file with the Trustee, within 15 days after the Company is
      required to file the same with the Commission, copies of the annual
      reports and of the information, documents and other reports (or copies of
      such portions of any of the foregoing as the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Securities Exchange Act of 1934, as amended;

                  (2) file with the Trustee and the Commission, in accordance
      with rules and regulations prescribed from time to time by the Commission,
      such additional information, documents and reports with respect to
      compliance by the Company with the conditions and covenants of this
      Indenture as may be required from time to time by such rules and
      regulations; and

                  (3) transmit within 30 days after the filing thereof with the
      Trustee, in the manner and to the extent provided in Section 313(c) of the
      Trust Indenture Act, such summaries of any information, documents and
      reports required to be filed by the Company pursuant to paragraphs (1) and
      (2) of this Section as may be required by rules and regulations prescribed
      from time to time by the Commission.

                  (4) 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 Officers' Certificates), other
      than with respect to Section 6.2.

                                       68
<PAGE>

                                  ARTICLE VIII.

                 CONSOLIDATION, AMALGAMATIONS, MERGER AND SALES

            Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.

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

                  (1) in case the Company shall consolidate or amalgamate with
      or merge into another Person or convey, transfer or lease its properties
      and assets as an entirety or substantially as an entirety to any Person,
      the Person formed by such consolidation or amalgamation or into which the
      Company is merged or the Person which acquires by conveyance or transfer,
      or which leases, the properties and assets of the Company as an entirety
      or substantially as an entirety shall be a Corporation organized and
      existing under the laws of the United States of America, any state thereof
      or the District of Columbia or any other country which is on the date of
      this Indenture a member of the Organization of Economic Cooperation and
      Development, and shall expressly assume, by an indenture (or indentures,
      if at such time there is more than one Trustee) supplemental hereto,
      executed by the successor Person and delivered to the Trustee the due and
      punctual payment of the principal of, any premium and interest (including
      any Additional Interest) on and any Additional Amounts with respect to all
      the Securities and the performance of every obligation in this Indenture
      and the Outstanding Securities on the part of the Company to be performed
      or observed and shall provide for conversion or exchange rights in
      accordance with the provisions of the Securities of any series that are
      convertible or exchangeable into Common Stock or other securities;

                  (2) immediately after giving effect to such transaction and
      treating any indebtedness which becomes an obligation of the Company or a
      Subsidiary as a result of such transaction as having been incurred by the
      Company or such Subsidiary at the time of such transaction, no Event of
      Default or event which, after notice or lapse of time, or both, would
      become an Event of Default, shall have occurred and be continuing;

                  (3) in the case of the Securities of a series issued to a
      Trust, such transaction is permitted under the related Trust Agreement and
      does not give rise to any breach or violation of such Trust Agreement; and

                  (4) either the Company or the successor Person shall have
      delivered to the Trustee an Officer's Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance,
      transfer or lease and, if a supplemental indenture is required in
      connection with such transaction, such supplemental indenture comply with

                                       69
<PAGE>

      this Article and that all conditions precedent herein provided for
      relating to such transaction have been complied with.

            Section 8.2. Successor Person Substituted for Company.

            Upon any consolidation or amalgamation by the Company with or merger
of the Company into any other Person or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety to any Person
in accordance with Section 8.1, the successor Person formed by such
consolidation or amalgamation or into which the Company is merged or to which
such conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor Person had been named as the Company
herein; and thereafter, except in the case of a lease, the predecessor Person
shall be released from all obligations and covenants under this Indenture, the
Securities and the Coupons.

                                   ARTICLE IX.

                             SUPPLEMENTAL INDENTURES

            Section 9.1. Supplemental Indentures without Consent of Holders.

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

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

                  (2) to add to the covenants of the Company for the benefit of
      the Holders of all or any series of Securities (as shall be specified in
      such supplemental indenture or indentures) or to surrender any right or
      power herein conferred upon the Company; or

                  (3) to add to or change any of the provisions of this
      Indenture to provide that Bearer Securities may be registrable as to
      principal, to change or eliminate any restrictions on the payment of
      principal of, any premium or interest (including any Additional Interest)
      on or any Additional Amounts with respect to Securities, to permit Bearer
      Securities to be issued in exchange for Registered Securities, to permit
      Bearer Securities to be exchanged for Bearer Securities of other
      authorized denominations or to permit or facilitate the issuance of
      Securities in uncertificated form, provided any such action shall not
      adversely affect the interests of the Holders of Outstanding Securities of
      any series or any Coupons appertaining thereto in any material respect; or

                                       70
<PAGE>

                  (4) to establish the form or terms of Securities of any series
      and any Coupons appertaining thereto as permitted by Section 2.1 and
      Section 3.1; or

                  (5) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 6.10; or

                  (6) to cure any ambiguity or to correct or supplement any
      provision herein which may be defective or inconsistent with any other
      provision herein, or to make any other provisions with respect to matters
      or questions arising under this Indenture which shall not adversely affect
      the interests of the Holders of Securities of any series then Outstanding
      or any Coupons appertaining thereto or, in the case of Securities of a
      series issued to a Trust and for so long as any of the Preferred
      Securities issued by such Trust shall remain outstanding, the holders of
      such Preferred Securities, in any material respect; or

                  (7) 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 Securities, as herein set forth;
      or

                  (8) to add any additional Events of Default with respect to
      all or any series of Securities (as shall be specified in such
      supplemental indenture); or

                  (9) 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 Securities pursuant to Article 4, provided
      that any such action shall not adversely affect the interests of any
      Holder of an Outstanding Security of such series and any Coupons
      appertaining thereto or any other Outstanding Security or Coupon or, in
      the case of Securities of a series issued to a Trust and for so long as
      any of the Preferred Securities issued by such Trust shall remain
      outstanding, the holders of such Preferred Securities, in any material
      respect; or

                  (10) to secure the Securities; or

                  (11) to make provisions with respect to conversion or exchange
      rights of Holders of Securities of any series; or

                  (12) to amend or supplement any provision contained herein or
      in any supplemental indenture, provided that no such amendment or
      supplement shall materially adversely affect the interests of the Holders
      of any Securities then Outstanding.

            Section 9.2. Supplemental Indentures with Consent of Holders.

            With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (and, in the

                                       71
<PAGE>

case of any series of Securities held as assets of a Trust, such consent of
holders of the Preferred Securities and the Common Securities of such Trust as
may be required under the Trust Agreement of such Trust), by Act of said Holders
delivered to the Company and the Trustee, the Company (when authorized by or
pursuant to a Company's Board Resolution) and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture or of the Securities of such
series; provided, however, that no such supplemental indenture, without the
consent of the Holder of each Outstanding Security affected thereby, shall

                  (1) change the Stated Maturity of the principal of, or any
      premium or installment of interest (including any Additional Interest) on
      or any Additional Amounts with respect to, any Security, or reduce the
      principal amount thereof or the rate (or modify the calculation of such
      rate) of interest (including any Additional Interest) thereon or any
      Additional Amounts with respect thereto, or any premium payable upon the
      redemption thereof or otherwise, or change the obligation of the Company
      to pay Additional Amounts pursuant to Section 10.4 (except as contemplated
      by Section 8.1(1) and permitted by Section 9.1(1)), or reduce the amount
      of the principal of an Original Issue Discount Security that would be due
      and payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 5.2 or the amount thereof provable in bankruptcy
      pursuant to Section 5.4, change the redemption provisions or adversely
      affect the right of repayment at the option of any Holder as contemplated
      by Article 13, or change the Place of Payment, Currency in which the
      principal of, any premium or interest (including any Additional Interest)
      on, or any Additional Amounts with respect to any Security is payable, or
      impair the right to institute suit for the enforcement of any such payment
      on or after the Stated Maturity thereof (or, in the case of redemption, on
      or after the Redemption Date or, in the case of repayment at the option of
      the Holder, on or after the date for repayment), or

                  (2) reduce the percentage in principal amount of the
      Outstanding Securities of any series, the consent of whose Holders is
      required for any such supplemental indenture, or the consent of whose
      Holders is required for any waiver (of compliance with certain provisions
      of this Indenture or certain defaults hereunder and their consequences)
      provided for in this Indenture, or reduce the requirements of Section 15.4
      for quorum or voting, or

                  (3) modify any of the provisions of this Indenture relating to
      the subordination of the Securities in respect thereof in a manner adverse
      to Holders of Securities, or

                  (4) modify any of the provisions of this Section, Section 5.13
      or Section 10.6, except to increase any such percentage or to provide that
      certain other provisions of this Indenture cannot be modified or waived
      without the consent of the Holder of each Outstanding Security affected
      thereby, or

                                       72
<PAGE>

                  (5) make any change that adversely affects the right to
      convert or exchange any Security into or for securities of the Company or
      other securities (whether or not issued by the Company), cash or property
      in accordance with its terms, provided that, in the case of the Securities
      of a series issued to a Trust, so long as any of the Preferred Securities
      of such Trust remain outstanding, no such amendment shall be made that
      adversely affects the holders of such Preferred Securities, and no
      termination of this Indenture shall occur, and no waiver of any Event of
      Default or compliance with any covenant under this Indenture shall be
      effective, without the prior consent of the holders of at least a majority
      of the liquidation amount of such Preferred Securities then outstanding
      unless and until the principal of, any premium or, subject to Section 3.7,
      interest (including any Additional Interest) on, and any Additional
      Amounts with respect to, the Securities of such series have been paid in
      full; and provided further that in the case of the Securities of a series
      issued to a Trust, so long as any of the Preferred Securities of such
      Trust remain outstanding, no amendment shall be made to Section 5.8 of
      this Indenture without the prior consent of the holder of each Preferred
      Security then outstanding unless and until the principal of, any premium
      or, subject to Section 3.7, interest (including any Additional Interest)
      on, and any Additional Amounts with respect to, the Securities of such
      series have been paid in full, or.

                  (6) modify any of the provisions of the subordinated indenture
      relating to the subordination of the subordinated debt securities in a
      manner adverse to holders of the subordinated debt securities.

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

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

            Section 9.3. Execution of Supplemental Indentures.

            As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
receive, and (subject to Section 315 of the Trust Indenture Act) shall be fully
protected in conclusively relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and an Officer's Certificate stating that all conditions precedent to
the execution of such supplemental indenture have been fulfilled. The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                                       73
<PAGE>

            Section 9.4. Effect of Supplemental Indentures.

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

            Section 9.5. Reference in Securities to Supplemental Indentures.

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

            Section 9.6. Conformity with Trust Indenture Act.

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

            Section 9.7. Effect on Senior Indebtedness.

            No supplemental indenture shall directly or indirectly modify or
eliminate the provisions of Article 16, in any manner which might terminate or
impair the subordination of the Securities of any series to Company Senior
Indebtedness with respect to such series without the prior written consent of
the holders of such Company Senior Indebtedness.

            Section 9.8. Notice of Supplemental Indenture.

            Promptly after the execution by the Company, the Guarantor and the
Trustee of any supplemental indenture pursuant to Section 9.2, the Company shall
transmit to the Holders of Outstanding Securities of any series affected thereby
a notice setting forth the substance of such supplemental indenture.

                                   ARTICLE X.

                                    COVENANTS

            Section 10.1. Payment of Principal, any Premium, Interest and
Additional Amounts.

            The Company covenants and agrees for the benefit of the Holders of
the Securities of each series that it will duly and punctually pay the principal
of, any premium and interest (including any Additional Interest) on and any
Additional Amounts with respect to the

                                       74
<PAGE>

Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer Security
on or before the Maturity thereof, and any Additional Amounts payable with
respect to such interest, shall be payable only upon presentation and surrender
of the Coupons appertaining thereto for such interest as they severally mature.

            Section 10.2. Maintenance of Office or Agency.

            The Company shall maintain in each Place of Payment for any series
of Securities an Office or Agency where Securities of such series (but not
Bearer Securities, except as otherwise provided below, unless such Place of
Payment is located outside the United States) may be presented or surrendered
for payment, where Securities of such series may be surrendered for registration
of transfer or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series are
issuable as Bearer Securities, the Company shall maintain, subject to any laws
or regulations applicable thereto, an Office or Agency in a Place of Payment for
such series which is located outside the United States where Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment; provided, however, that if the Securities of such series are listed on
The Stock Exchange of the United Kingdom and the Republic of Ireland or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company shall maintain a
Paying Agent in London, Luxembourg or any other required city located outside
the United States, as the case may be, so long as the Securities of such series
are listed on such exchange. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such Office or
Agency. If at any time the Company shall fail to maintain any such required
Office or Agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, except that Bearer Securities of such
series and any Coupons appertaining thereto may be presented and surrendered for
payment at the place specified for the purpose with respect to such Securities
as provided in or pursuant to this Indenture, and the Company hereby appoints
the Trustee as its agent to receive all such presentations, surrenders, notices
and demands.

            Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, if
amounts owing with respect to any Bearer Securities shall be payable in Dollars,
payment of principal of, any premium or interest on and any Additional Amounts
with respect to any such Security may be made at the Corporate Trust Office of
the Trustee or any Office or Agency designated by the Company and the Guarantor
in the Borough of Manhattan, The City of New York, if (but only if) payment of
the full amount of such principal, premium, interest or Additional Amounts at
all offices outside the United States maintained for such purpose by the Company
in accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

                                       75
<PAGE>

            The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each series
of Securities the Borough of Manhattan, The City of New York, and initially
appoints the Corporate Trust Office of the Trustee as the Office or Agency of
the Company in the Borough of Manhattan, The City of New York for such purpose.
The Company may subsequently appoint a different Office or Agency in the Borough
of Manhattan, The City of New York for the Securities of any series.

            Unless otherwise specified with respect to any Securities pursuant
to Section 3.1, if and so long as the Securities of any series (i) are
denominated in a Foreign Currency or (ii) may be payable in a Foreign Currency,
or so long as it is required under any other provision of this Indenture, then
the Company will maintain with respect to each such series of Securities, or as
so required, at least one exchange rate agent.

            Section 10.3. Money for Securities Payments to Be Held in Trust.

            If the Company shall at any time act as its own Paying Agent, or if
the Guarantor shall act as Paying Agent, with respect to any series of
Securities, it shall, on or before each due date of the principal of, any
premium or interest (including any Additional Interest) on or Additional Amounts
with respect to any of the Securities of such series, segregate and hold in
trust for the benefit of the Persons entitled thereto a sum in the currency or
currencies, currency unit or units or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest (including any Additional Interest) or
Additional Amounts so becoming due until such sums shall be paid to such Persons
or otherwise disposed of as herein provided, and shall promptly notify the
Trustee of its action or failure so to act.

            Whenever the Company shall have one or more Paying Agents for any
series of Securities, it shall, on or prior to each due date of the principal
of, any premium or interest (including any Additional Interest) on or any
Additional Amounts with respect to any Securities of such series, deposit with
any Paying Agent a sum (in the currency or currencies, currency unit or units or
composite currency or currencies described in the preceding paragraph)
sufficient to pay the principal or any premium, interest (including any
Additional Interest) or Additional Amounts so becoming due, such sum to be held
in trust for the benefit of the Persons entitled thereto, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

            The Company shall cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent

                                       76
<PAGE>

shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent shall:

                  (1) hold all sums held by it for the payment of the principal
      of, any premium or interest (including any Additional Interest) on or any
      Additional Amounts with respect to Securities of such series in trust for
      the benefit of the Persons entitled thereto until such sums shall be paid
      to such Persons or otherwise disposed of as provided in or pursuant to
      this Indenture;

                  (2) give the Trustee notice of any default by the Company (or
      any other obligor upon the Securities of such series) in the making of any
      payment of principal, any premium or interest (including any Additional
      Interest) on or any Additional Amounts with respect to the Securities of
      such series; and

                  (3) at any time during the continuance of any such default,
      upon the written request of the Trustee, forthwith pay to the Trustee all
      sums so held in trust by such Paying Agent.

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

            Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest (including
any Additional Interest) on or any Additional Amounts with respect to any
Security of any series or any Coupon appertaining thereto and remaining
unclaimed for two years after such principal or any such premium or interest or
any such Additional Amounts shall have become due and payable shall be paid to
the Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security or any Coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment for such series or to be mailed to Holders of
Registered Securities of such series, or both, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication or mailing nor shall it be later than
two years after such principal and any premium or interest or Additional Amounts
shall have become due and payable, any unclaimed balance of such money then
remaining will be repaid to the Company.

                                       77
<PAGE>

            Section 10.4. Additional Amounts.

            If any Securities of a series provide for the payment of Additional
Amounts, the Company agrees to pay to the Holder of any such Security or any
Coupon appertaining thereto Additional Amounts as provided in or pursuant to
this Indenture or such Securities. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Amounts provided by the terms of such series established hereby or pursuant
hereto to the extent that, in such context, Additional Amounts are, were or
would be payable in respect thereof pursuant to such terms, and express mention
of the payment of Additional Amounts (if applicable) in any provision hereof
shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made.

            Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents, if
other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who are
United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in this Section 10.4. If any
such withholding shall be required, then such Officer's Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or Coupons, and the Company agrees to pay to the
Trustee or such Paying Agent the Additional Amounts required by this Section
10.4. The Company covenants to indemnify the Trustee and any Paying Agent for,
and to hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part arising out of or in connection
with actions taken or omitted by any of them in reliance on any Officer's
Certificate furnished pursuant to this Section 10.4.

            The Company will not be required to pay any Additional Amounts for
or on account of:

                  (1) any tax, fee, duty, assessment or governmental charge of
      whatever nature which would not have been imposed but for the fact that
      such holder

                        (a) was a resident, domiciliary or national of, or
                  engaged in business or maintained a permanent establishment or
                  was physically present in, the relevant taxing jurisdiction or
                  any political subdivision thereof or otherwise had some
                  connection with the relevant taxing

                                       78
<PAGE>

                  jurisdiction other than by reason of the mere ownership of, or
                  receipt of payment under, such debt security,

                        (b) presented such debt security for payment in the
                  relevant taxing jurisdiction or any political subdivision
                  thereof, unless such debt security could not have been
                  presented for payment elsewhere, or

                        (c) presented such debt security for payment more than
                  30 days after the date on which the payment in respect of such
                  debt security became due and payable or provided for,
                  whichever is later, except to the extent that the holder would
                  have been entitled to such Additional Amounts if it had
                  presented such debt security for payment on any day within
                  that 30-day period;

                  (2) any estate, inheritance, gift, sale, transfer, personal
      property or similar tax, assessment or other governmental charge;

                  (3) any tax, assessment or other governmental charge that is
      imposed or withheld by reason of the failure by the holder or the
      beneficial owner of such debt security to comply with any reasonable
      request by us addressed to the holder within 90 days of such request

                        (a) to provide information concerning the nationality,
                  residence or identity of the holder or such beneficial owner
                  or

                        (b) to make any declaration or other similar claim or
                  satisfy any information or reporting requirement, which is
                  required or imposed by statute, treaty, regulation or
                  administrative practice of the relevant taxing jurisdiction or
                  any political subdivision thereof as a precondition to
                  exemption from all or part of such tax, assessment or other
                  governmental charge; or

                  (4) any combination of items (1), (2) and (3).

            In addition, the Company will not pay Additional Amounts with
respect to any payment of principal of, or premium, if any, interest or any
other amounts on, any such debt security to any holder who is a fiduciary or
partnership or other than the sole beneficial owner of such debt security to the
extent such payment would be required by the laws of the relevant taxing
jurisdiction, or any political subdivision or relevant taxing authority thereof
or therein, to be included in the income for tax purposes of a beneficiary or
partner or settlor with respect to such fiduciary or a member of such
partnership or a beneficial owner who would not have been entitled to such
Additional Amounts had it been the holder of the debt security.

            Section 10.5. Corporate Existence.

            Subject to Article 8, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence.

                                       79
<PAGE>

            Section 10.6. Waiver of Certain Covenants.

            The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.5 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

            Section 10.7. Company Statement as to Compliance; Notice of Certain
Defaults.

                  (1) The Company shall deliver to the Trustee, within 120 days
      after the end of each fiscal year, commencing with the fiscal year ended
      December 31, 2005 a written statement (which need not be contained in or
      accompanied by an Officer's Certificate) signed by the principal executive
      officer, the principal financial officer or the principal accounting
      officer of the Company, stating that

                        (a) a review of the activities of the Company during
                  such year and of its performance under this Indenture has been
                  made under his or her supervision, and

                        (b) to the best of his or her knowledge, based on such
                  review, (a) the Company has complied with all the conditions
                  and covenants imposed on it under this Indenture throughout
                  such year, or, if there has been a default in the fulfillment
                  of any such condition or covenant, specifying each such
                  default known to him or her and the nature and status thereof,
                  and (b) no event has occurred and is continuing which is, or
                  after notice or lapse of time or both would become, an Event
                  of Default, or, if such an event has occurred and is
                  continuing, specifying each such event known to him and the
                  nature and status thereof.

                  (2) The Company shall deliver to the Trustee, within five days
      after the occurrence thereof, written notice of any Event of Default or
      any event which after notice or lapse of time or both would become an
      Event of Default pursuant to clause (4) of Section 5.1.

                  (3) The Trustee shall have no duty to monitor the Company's
      compliance with the covenants contained in this Article 10 other than as
      specifically set forth in this Section 10.7.

                                       80
<PAGE>

            Section 10.8. [RESERVED]

            Section 10.9. Additional Sums.

            In the case of Securities of a series issued to a Trust, except as
otherwise specified as contemplated by Section 3.1, in the event that (i) such
Trust is the Holder of all of the Outstanding Securities of such series, (ii) a
Tax Event in respect of such Trust shall have occurred and be continuing and
(iii) the Company shall not have (x) redeemed the Securities of such series
pursuant to Section 11.8 or (y) terminated such Trust pursuant to the applicable
provision of the related Trust Agreement dealing with termination in the case of
a Tax Event, the Company shall pay to such Trust (and its permitted successors
or assigns under the related Trust Agreement), for so long as such Trust (or its
permitted successor or assignee) is the registered holder of any Securities of
such series, such additional amounts as may be necessary in order that the
amount of Distributions then due and payable by such Trust on the related
Preferred Securities and Common Securities that at any time remain outstanding
in accordance with the terms thereof shall not be reduced as a result of any
Additional Taxes (the "Additional Sums"). Whenever in this Indenture there is
mentioned, in any context, the payment of the principal of or any premium or
interest on, or in respect of, any Security of any series or any Coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of Additional
Sums provided by the terms of such series established hereby or pursuant hereto
to the extent that, in such context, Additional Sums are, were or would be
payable in respect thereof pursuant to such terms, and express mention of the
payment of Additional Sums (if applicable) in any provision hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made, provided, however, that the extension of an
interest payment period pursuant to Section 3.11 or the terms of the applicable
Securities shall not extend the payment of any Additional Sums that may be due
and payable during such interest payment period.

            Section 10.10. Prohibition Against Dividends, etc.

            Except as otherwise specified as contemplated by Section 3.1, the
Company covenants and agrees with each Holder of Securities of a series issued
to a Trust that it will not, and will not permit any of its Subsidiaries to, (a)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the outstanding capital
stock of the Company or (b) make any payment of principal of, interest or
premium, if any, on or repay, repurchase or redeem any debt security of the
Company that ranks junior in interest to the Securities of such series or 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 junior in
interest to the Securities of such series (other than (i) dividends or
distributions in Common Stock of the Company, (ii) redemptions or purchases of
any rights outstanding under a shareholder rights plan of the Company or the
declaration of a dividend of such rights or the issuance of stock under such
plans in the future, (iii) payments under any Preferred Securities Guarantee,
and (iv) purchases of Common Stock related to the issuance of Common Stock under
any benefit plans of the Company for its directors, officers or employees) if at
such time (1) there shall have occurred any event of which the Company has
actual knowledge that (A) with the giving of notice or the lapse of time or
both, would constitute an

                                       81
<PAGE>

Event of Default hereunder and (B) in respect of which the Company shall not
have taken reasonable steps to cure, (2) the Guarantor shall be in default with
respect to its payment of any obligations under the related Preferred Securities
Guarantee or (3) the Company shall have given notice of its election to begin an
Extension Period as provided herein with respect to the Securities of such
series and shall not have rescinded such notice, or such Extension Period, or
any extension thereof, shall be continuing.

            Section 10.11. Payment of Expenses of Each Trust.

            The Company covenants for the benefit of the Holders of each series
of Securities to pay or cause to be paid all of the obligations, costs and
expenses of each Trust (other than payments in respect of Trust Securities) in
accordance with the provisions of its Trust Agreement and to pay the taxes 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 Preferred
Securities in accordance with such Trust Agreement.

            Section 10.12. Ownership of Common Securities.

            The Company covenants, as to each series of Securities issued to a
Trust in connection with the issuance of Preferred Securities and Common
Securities by that Trust, (a) to maintain directly or indirectly 100% ownership
of the Common Securities of such Trust; provided, however, that any permitted
successor of the Company hereunder may succeed to the Company's ownership of
such Common Securities, (b) not to voluntarily dissolve, wind-up or liquidate
such Trust, except in connection with (i) a distribution of the Securities of
such series to the holders of Preferred Securities and Common Securities in
liquidation of such Trust, (ii) the redemption of all of the Preferred
Securities and Common Securities of such Trust or (iii) certain mergers,
consolidations or amalgamations, each as permitted by the Trust Agreement of
such Trust and (c) to use its reasonable efforts, consistent with the terms and
provisions of the related Trust Agreement, to cause such Trust to remain
classified as a grantor trust and not an association taxable as a corporation
for United States federal income tax purposes.

                                   ARTICLE XI.

                            REDEMPTION OF SECURITIES

            Section 11.1. Applicability of Article.

            Redemption of Securities of any series at the option of the Company
as permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

            Section 11.2. Election to Redeem; Notice to Trustee.

            The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at the
election of the Company of (a) less than all of the Securities of any series or
(b) all of the Securities of any series, with the same issue date, interest rate
or formula, Stated Maturity and other terms, the Company shall, at least

                                       82
<PAGE>

60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed. If the Securities of a series are held by a Trust, the Company shall
also deliver a copy of such notice to the Property Trustee of such Trust.

            Section 11.3. Selection by Trustee of Securities to be Redeemed.

            If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security of
such series established herein or pursuant hereto.

            The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed.

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

            Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into other securities of the Company or exchanged for securities of
another issuer in part before termination of the conversion or exchange right
with respect to the portion of the Security so selected, the converted portion
of such Security shall be deemed (so far as may be) to be the portion selected
for redemption. Securities which have been converted or exchanged during a
selection of Securities to be redeemed shall be treated by the Trustee as
Outstanding for the purpose of such selection.

            Section 11.4. Notice of Redemption.

            Notice of redemption shall be given in the manner provided in
Section 1.6, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to
the Holders of Securities to be redeemed. Failure to give notice by mailing in
the manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

                                       83
<PAGE>

            Any notice that is mailed to the Holder of any Registered Securities
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not such Holder receives the notice.

            All notices of redemption shall state:

                  (1) the Redemption Date,

                  (2) the Redemption Price,

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

                  (4) in case any Security is to be redeemed in part only, the
      notice which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder of such
      Security will receive, without charge, a new Security or Securities of
      authorized denominations for the principal amount thereof remaining
      unredeemed,

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

                  (6) the place or places where such Securities, together (in
      the case of Bearer Securities) with all Coupons appertaining thereto, if
      any, maturing after the Redemption Date, are to be surrendered for payment
      of the Redemption Price and any accrued interest and Additional Amounts
      pertaining thereto,

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

                  (8) that, unless otherwise specified in such notice, Bearer
      Securities of any series, if any, surrendered for redemption must be
      accompanied by all Coupons maturing subsequent to the date fixed for
      redemption or the amount of any such missing Coupon or Coupons will be
      deducted from the Redemption Price, unless security or indemnity
      satisfactory to the Company, the Trustee and any Paying Agent is
      furnished,

                  (9) if Bearer Securities of any series are to be redeemed and
      no Registered Securities of such series are to be redeemed, and if such
      Bearer Securities may be exchanged for Registered Securities not subject
      to redemption on the Redemption Date pursuant to Section 3.5 or otherwise,
      the last date, as determined by the Company, on which such exchanges may
      be made,

                  (10) in the case of Securities of any series that are
      convertible into Common Stock of the Company or exchangeable for other
      securities, the conversion or exchange price or rate, the date or dates on
      which the right to convert or exchange the principal of the Securities of
      such series to be redeemed will commence or terminate and

                                       84
<PAGE>

      the place or places where such Securities may be surrendered for
      conversion or exchange, and

                  (11) the CUSIP number or the Euroclear or the Cedel reference
      numbers of such Securities, if any (or any other numbers used by a
      Depositary to identify such Securities).

            A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

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

            Section 11.5. Deposit of Redemption Price.

            On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date, unless otherwise specified pursuant to Section 3.1 or in the
Securities of such series) any accrued interest (including any Additional
Interest) on and Additional Amounts with respect thereto, all such Securities or
portions thereof which are to be redeemed on that date.

            Section 11.6. Securities Payable on Redemption Date.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
(including any Additional Interest, if applicable) and Additional Amounts to the
Redemption Date; provided, however, that, except as otherwise provided in or
pursuant to this Indenture or the Bearer Securities of such series, installments
of interest on Bearer Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable only upon presentation and surrender of Coupons
for such interest (at an Office or Agency located outside the United States
except as otherwise provided in Section 10.2), and provided, further, that,
except as otherwise specified in or pursuant to this Indenture or the Registered
Securities of such series, installments of interest on Registered Securities
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the Regular Record Dates therefor
according to their terms and the provisions of Section 3.7.

                                       85
<PAGE>

            If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant Coupons maturing after the Redemption Date, such
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing Coupons, or the surrender of such missing
Coupon or Coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Security
shall surrender to the Trustee or any Paying Agent any such missing Coupon in
respect of which a deduction shall have been made from the Redemption Price,
such Holder shall be entitled to receive the amount so deducted; provided,
however, that any interest or Additional Amounts represented by Coupons shall be
payable only upon presentation and surrender of those Coupons at an Office or
Agency for such Security located outside of the United States except as
otherwise provided in Section 10.2.

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

            Section 11.7. Securities Redeemed in Part.

            Any Registered Security which is to be redeemed only in part shall
be surrendered at any Office or Agency for such Security (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Registered Security or Securities of
the same series, containing identical terms and provisions, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Security in global form is so surrendered, the Company shall
execute, and the Trustee shall authenticate and deliver to the U.S. Depositary
or other Depositary for such Security in global form as shall be specified in
the Company Order with respect thereto to the Trustee, without service charge, a
new Security in global form in a denomination equal to and in exchange for the
unredeemed portion of the principal of the Security in global form so
surrendered.

            Section 11.8. Right of Redemption of Securities Issued to a Trust.

            In the case of the Securities of a series issued to a Trust, except
as otherwise specified as contemplated by Section 3.1, if a Special Event in
respect of such Trust shall occur and be continuing, the Company may, at its
option, redeem the Securities of such series within 90 days of the occurrence of
such Special Event, in whole but not in part, subject to the provisions of this
Section 11.8 and the other provisions of this Article 11. Unless otherwise
specified in or pursuant to this Indenture or the Securities of such series, the
redemption price for any Security so redeemed pursuant to this Section 11.8
shall be equal to 100% of the principal amount of such Securities then
Outstanding plus accrued and unpaid interest, including any Additional Interest,
to the date fixed for redemption.

                                       86
<PAGE>

                                  ARTICLE XII.

                                  SINKING FUNDS

            Section 12.1. Applicability of Article.

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

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

            Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

            The Company may, in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of any series to be made pursuant to
the terms of such Securities (1) deliver Outstanding Securities of such series
(other than any of such Securities previously called for redemption or any of
such Securities in respect of which cash shall have been released to the
Company), together in the case of any Bearer Securities of such series with all
unmatured Coupons appertaining thereto, and (2) apply as a credit Securities of
such series which have been redeemed either at the election of the Company
pursuant to the terms of such series of Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, provided that such series of Securities have not been previously so
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly. If, as a result of the delivery or credit
of Securities of any series in lieu of cash payments pursuant to this Section
12.2, the principal amount of Securities of such series to be redeemed in order
to satisfy the remaining sinking fund payment shall be less than $100,000, the
Trustee need not call Securities of such series for redemption, except upon
Company Request, and such cash payment shall be held by the Trustee or a Paying
Agent and applied to the next succeeding sinking fund payment, 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 Securities of that series purchased by the Company having an
unpaid principal amount equal to the cash payment requested to be released to
the Company.

                                       87
<PAGE>

            Section 12.3. Redemption of Securities for Sinking Fund.

            Not less than 75 days prior to each sinking fund payment date for
any series of Securities, the Company 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
Securities of that series pursuant to Section 12.2, 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 Securities to be so credited and not
theretofore delivered. If such Officer's 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 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 11.3 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 11.4. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 11.6 and Section 11.7.

                                  ARTICLE XIII.

                       REPAYMENT AT THE OPTION OF HOLDERS

            Section 13.1. Applicability of Article.

            Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the Indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                       88
<PAGE>

                                  ARTICLE XIV.

                        SECURITIES IN FOREIGN CURRENCIES

            Section 14.1. Applicability of Article.

            Whenever this Indenture provides for (i) any action by, or the
determination of any of the rights of, Holders of Securities of any series in
which not all of such Securities are denominated in the same Currency, or (ii)
any distribution to Holders of Securities, in the absence of any provision to
the contrary in the form of Security of any particular series or pursuant to
this Indenture or the Securities, any amount in respect of any Security
denominated in a Currency other than Dollars shall be treated for any such
action or distribution as that amount of Dollars that could be obtained for such
amount on such reasonable basis of exchange and as of the record date with
respect to Registered Securities of such series (if any) for such action,
determination of rights or distribution (or, if there shall be no applicable
record date, such other date reasonably proximate to the date of such action,
determination of rights or distribution) as the Company may specify in a written
notice to the Trustee.

                                   ARTICLE XV.

                        MEETINGS OF HOLDERS OF SECURITIES

            Section 15.1. Purposes for Which Meetings May Be Called.

            A meeting of Holders of Securities of any series may be called at
any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, direction, notice, consent, waiver or other
Act provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

            Section 15.2. Call, Notice and Place of Meetings.

                  (1) The Trustee may at any time call a meeting of Holders of
      Securities of any series for any purpose specified in Section 15.1, to be
      held at such time and at such place in the Borough of Manhattan, The City
      of New York, or, if Securities of such series have been issued in whole or
      in part as Bearer Securities, in London or in such place outside the
      United States as the Trustee shall determine. Notice of every meeting of
      Holders of Securities 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 1.6, not
      less than 21 nor more than 180 days prior to the date fixed for the
      meeting.

                  (2) In case at any time the Company (by or pursuant to a Board
      Resolution) or the Holders of at least 10% in principal amount of the
      Outstanding Securities of any series shall have requested the Trustee to
      call a meeting of the Holders of Securities of such series for any purpose
      specified in Section 15.1, by written request setting forth in reasonable
      detail the action proposed to be taken at the meeting, and the

                                       89
<PAGE>

      Trustee shall not have mailed notice of or made the first publication of
      the notice of such meeting within 21 days after receipt of such request
      (whichever shall be required pursuant to Section 1.6) or shall not
      thereafter proceed to cause the meeting to be held as provided herein,
      then the Company or the Holders of Securities of such series in the amount
      above specified, as the case may be, may determine the time and the place
      in the Borough of Manhattan, The City of New York, or, if Securities of
      such series are to be issued as Bearer Securities, in London for such
      meeting and may call such meeting for such purposes by giving notice
      thereof as provided in clause (1) of this Section.

            Section 15.3. Persons Entitled to Vote at Meetings.

            To be entitled to vote at any meeting of Holders of Securities of
any series, a Person shall be (1) a Holder of one or more Outstanding Securities
of such series, or (2) a Person appointed by an instrument in writing as proxy
for a Holder or Holders of one or more Outstanding Securities 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 Securities 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 15.4. Quorum; Action.

            The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. 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 Securities 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 reconvened meeting, such
reconvened 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 reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), 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 Securities of such series which shall constitute a quorum.

            Except as limited by the proviso to 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 a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other Act which this Indenture expressly provides may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities 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

                                       90
<PAGE>

Holders of such specified percentage in principal amount of the Outstanding
Securities of such series.

            Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented at
the meeting.

            Section 15.5. Determination of Voting Rights; Conduct and
Adjournment of Meetings.

                  (1) 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 Securities of such series in regard to proof
      of the holding of Securities 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 Securities
      shall be proved in the manner specified in Section 1.4 and the appointment
      of any proxy shall be proved in the manner specified in Section 1.4 or by
      having the signature of the person executing the proxy witnessed or
      guaranteed by any trust company, bank or banker authorized by Section 1.4
      to certify to the holding of Bearer Securities. 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 1.4 or other proof.

                  (2) 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 Securities as provided in Section
      15.2(2), in which case the Company or the Holders of Securities 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 a majority in principal amount of the Outstanding Securities of
      such series represented at the meeting.

                  (3) At any meeting, each Holder of a Security of such series
      or proxy shall be entitled to one vote for each $1,000 principal amount of
      Securities 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
      Security challenged as not Outstanding and ruled by the chairman of the
      meeting to be not Outstanding. The chairman of the meeting shall have no
      right to vote, except as a Holder of a Security of such series or proxy.

                  (4) Any meeting of Holders of Securities of any series duly
      called pursuant to Section 15.2 at which a quorum is present may be
      adjourned from time to time by Persons entitled to vote a majority in
      principal amount of the Outstanding Securities of such series represented
      at the meeting; and the meeting may be held as so adjourned without
      further notice.

                                       91
<PAGE>

            Section 15.6. Counting Votes and Recording Action of Meetings.

            The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities 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 triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities 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 15.2 and, if
applicable, Section 15.4. 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 the Guarantor, 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 XVI.
                           SUBORDINATION OF SECURITIES

            Section 16.1. Agreement to Subordinate.

            The Company covenants and agrees, and each Holder of Securities
issued hereunder and under any indenture supplemental hereto or pursuant to a
Board Resolution and Officer's Certificate ("Additional Provisions") by such
Holder's acceptance thereof likewise covenants and agrees, that all Securities
shall be issued subject to the provisions of this Article 16; and each Holder of
a Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

            The payment by the Company of the principal of, any premium and
interest (including any Additional Interest) on and any Additional Amounts with
respect to all Securities of each series issued hereunder and under any
Additional Provisions shall, to the extent and in the manner hereinafter set
forth, be subordinate in right of payment to the prior payment in full of all
Company Senior Indebtedness with respect to such series, whether outstanding at
the date of this Indenture or thereafter incurred.

            No provision of this Article 16 shall prevent the occurrence of any
default or Event of Default hereunder.

            Section 16.2. Default on Company Senior Indebtedness.

            In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other amount due
on any Company Senior

                                       92
<PAGE>

Indebtedness with respect to the Securities of any series, or in the event that
the maturity of any Company Senior Indebtedness with respect to the Securities
of any series has been accelerated because of a default, then, in either case,
no payment shall be made by the Company with respect to the principal (including
redemption and sinking fund payments) of, any premium or interest (including any
Additional Interest) on, or any Additional Amounts with respect to, the
Securities of such series.

            In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of such Company
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Company Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the extent that the holders of such Company Senior Indebtedness (or
their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on such
Company Senior Indebtedness and only the amounts specified in such notice to the
Trustee shall be paid to the holders of such Company Senior Indebtedness.

            Section 16.3. Liquidation; Dissolution; Bankruptcy.

            Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution, winding-up, liquidation or reorganization of the
Company, whether voluntary or involuntary, or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Company Senior
Indebtedness with respect to the Securities of any series shall first be paid in
full, or payment thereof provided for in money in accordance with its terms,
before any payment is made by the Company on account of the principal of,
premium or interest (including any Additional Interest) on, or Additional
Amounts with respect to, the Securities of such series; and upon any such
dissolution, winding-up, liquidation or reorganization, or in any such
bankruptcy, insolvency, receivership or other proceeding, any payment by the
Company, or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, to which the Holders or the Trustee
would be entitled to receive from the Company, except for the provisions of this
Article 16, shall be paid by the Company or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders or by the Trustee under this Indenture if
received by them or it, directly to the holders of such Company Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
such Company Senior Indebtedness held by such holders, as calculated by the
Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Company Senior Indebtedness may have been issued, as their respective interests
may appear, to the extent necessary to pay such Company Senior Indebtedness in
full, in money or money's worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Company Senior Indebtedness,
before any payment or distribution is made to the Holders of the Securities of
such series or to the Trustee.

                                       93
<PAGE>

            In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing shall be received by the
Trustee before all such Company Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Company Senior Indebtedness or
their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Company Senior
Indebtedness may have been issued, as their respective interests may appear, as
calculated by the Company, for application to the payment of all such Company
Senior Indebtedness remaining unpaid to the extent necessary to pay such Company
Senior Indebtedness in full in money in accordance with its terms, after giving
effect to any concurrent payment or distribution to or for the benefit of the
holders of such Company Senior Indebtedness.

            For purposes of this Article 16, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article 16 with respect
to the Securities of the relevant series to the payment of all Company Senior
Indebtedness with respect to the Securities of such series that may at the time
be outstanding, provided that (i) such Company Senior Indebtedness is assumed by
the new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Company Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another Person or the liquidation or dissolution of
the Company following the conveyance, transfer or lease of its property as an
entirety, or substantially as an entirety, to another Person upon the terms and
conditions provided for in Sections 8.1 and 8.2 of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 16.3 if such other Person shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Sections 8.1 and 8.2 of this Indenture. Nothing in Section 16.2 or in this
Section 16.3 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6 of this Indenture.

            Section 16.4. Subrogation.

            Subject to the payment in full of all Company Senior Indebtedness
with respect to the Securities of any series, the rights of the Holders of the
Securities of such series shall be subrogated to the rights of the holders of
such Company Senior Indebtedness to receive payments or distributions of cash,
property or securities of the Company applicable to such Company Senior
Indebtedness until the principal of, any premium and interest (including any
Additional Interest) on, and any Additional Amounts with respect to, the
Securities of such series shall be paid in full; and, for the purposes of such
subrogation, no payments or distributions to the holders of such Company Senior
Indebtedness of any cash, property or securities to which the Holders or the
Trustee would be entitled except for the provisions of this Article 16, and no
payment over pursuant to the provisions of this Article 16 to or for the benefit
of the holders of such Company Senior Indebtedness by Holders of the Securities
of such series or the Trustee,

                                       94
<PAGE>

shall, as between the Company, its creditors other than holders of such Company
Senior Indebtedness, and the Holders of the Securities of such series, be deemed
to be a payment by the Company to or on account of such Company Senior
Indebtedness. It is understood that the provisions of this Article 16 are and
are intended solely for the purposes of defining the relative rights of the
Holders of the Securities of each series, on the one hand, and the holders of
the Company Senior Indebtedness with respect to the Securities of such series on
the other hand.

            Nothing contained in this Article 16 or elsewhere in this Indenture,
any Additional Provisions or in the Securities of any series is intended to or
shall impair, as between the Company, its creditors other than the holders of
Company Senior Indebtedness with respect to the Securities of such series, and
the Holders of the Securities of such series, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Securities of
such series the principal of, any premium and interest (including any Additional
Interest) on, and any Additional Amounts with respect to, the Securities of such
series as and when the same shall become due and payable in accordance with
their terms, or is intended to or shall affect the relative rights of the
Holders of the Securities of such series and creditors of the Company, other
than the holders of such Company Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or the Holder of any Security of such series from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article 16 of the
holders of such Company Senior Indebtedness in respect of cash, property or
securities of the Company, as the case may be, received upon the exercise of any
such remedy.

            Section 16.5. Trustee to Effectuate Subordination.

            Each Holder of Securities by such Holder's acceptance thereof
authorizes and directs the Trustee on such Holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article 16 and appoints the Trustee such Holder's attorney-in-fact for any
and all such purposes.

            Section 16.6. Notice by the Company.

            The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities of any series pursuant to the provisions of this Article 16.
Notwithstanding the provisions of this Article 16 or any other provision of this
Indenture or any Additional Provisions, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities of any
series pursuant to the provisions of this Article 16, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Company Senior Indebtedness with
respect to the Securities of such series or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article 6 of this Indenture, shall be entitled in all respects to
assume that no such facts exist; provided, however, that if the Trustee shall
not have received the notice provided for in this Section 16.6 at least two
Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including,

                                       95
<PAGE>

without limitation, the payment of the principal of, any premium or interest
(including any Additional Interest) on, or any Additional Amounts with respect
to, any Security of such series), then, anything herein contained to the
contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date.

            The Trustee, subject to the provisions of Article 6 of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Company Senior
Indebtedness with respect to the Securities of any series (or a trustee on
behalf of such holder), to establish that such notice has been given by a holder
of such Company Senior Indebtedness or a trustee on behalf of any such holder or
holders. In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of such
Company Senior Indebtedness to participate in any payment or distribution
pursuant to this Article 16, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of such
Company Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 16, and, if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

            Upon any payment or distribution of assets of the Company referred
to in this Article 16, the Trustee and the Holders shall be entitled to rely
upon any order or decree entered by any court of competent jurisdiction in which
such insolvency, bankruptcy, receivership, liquidation, reorganization,
dissolution, winding-up or similar case or proceeding is pending, or a
certificate of the trustee in bankruptcy, liquidating trustee, custodian,
receiver, assignee for the benefit of creditors, agent or other Person making
such payment or distribution, delivered to the Trustee or to the Holders of the
Securities of any series, for the purpose of ascertaining the Persons entitled
to participate in such payment or distribution, the holders of Company Senior
Indebtedness with respect to the Securities of such series and other
indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon and all other facts pertinent thereto or
to this Article 16.

            Section 16.7. Rights of the Trustee; Holders of Company Senior
Indebtedness.

            The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article 16 in respect of any Company Senior
Indebtedness with respect to the Securities of any series at any time held by
it, to the same extent as any other holder of such Company Senior Indebtedness,
and nothing in this Indenture or any Additional Provisions shall deprive the
Trustee of any of its rights as such holder.

            With respect to the holders of Company Senior Indebtedness with
respect to the Securities of any series, the Trustee undertakes to perform or to
observe only such of its covenants and obligations as are specifically set forth
in this Article 16, and no implied covenants or obligations with respect to the
holders of such Company Senior Indebtedness shall

                                       96
<PAGE>

be read into this Indenture or any Additional Provisions against the Trustee.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of such
Company Senior Indebtedness and, subject to the provisions of Article 6 of this
Indenture, the Trustee shall not be liable to any holder of such Company Senior
Indebtedness if it shall pay over or deliver to Holders of the Securities of
such series, the Company or any other Person money or assets to which any holder
of such Company Senior Indebtedness shall be entitled by virtue of this Article
16 or otherwise.

            Nothing in this Article 16 shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.7.

            Section 16.8. Subordination May Not Be Impaired.

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

            Without in any way limiting the generality of the foregoing
paragraph, the holders of Company Senior Indebtedness with respect to the
Securities of any series may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of Securities of such series,
without incurring responsibility to such Holders and without impairing or
releasing the subordination provided in this Article 16 or the obligations
hereunder of the Holders of the Securities of such series to the holders of such
Company Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Company Senior Indebtedness, or otherwise amend or supplement in any
manner such Company Senior Indebtedness or any instrument evidencing the same or
any agreement under which such Company Senior Indebtedness is outstanding; (ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Company Senior Indebtedness; (iii) release any Person
liable in any manner for the collection of such Company Senior Indebtedness; and
(iv) exercise or refrain from exercising any rights against the Company and any
other Person.

            Section 16.9. Rights of Trustee as Holder of Senior Indebtedness;
Preservation of Trustee's Rights.

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

            Nothing in this Article shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.7.

                                       97
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed all as of the day and year first above written.

                                W. R. BERKLEY CORPORATION

                                By______________________________________________
                                  Name:
                                  Title:

                                THE BANK OF NEW YORK,
                                   as Trustee

                                By______________________________________________
                                  Name:
                                  Title:

                                       98