<PAGE>

                                                                     Exhibit 4.1

                               FLORIDA BANKS, INC.
                                    as Issuer

                                    INDENTURE

                           Dated as of April 10, 2002

                            WILMINGTON TRUST COMPANY
                                   as Trustee

           FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2032

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                                TABLE OF CONTENTS

                                                                            Page

Parties......................................................................1
Recitals.....................................................................1
Authorization of Indenture...................................................1
Compliance with Legal Requirements...........................................1
Purpose of and Consideration for Indenture...................................1

EXHIBITS

EXHIBIT A FORM OF DEBT SECURITY

<PAGE>

     THIS INDENTURE,  dated as of April 10, 2002, between Florida Banks, Inc., a
bank holding company incorporated in Florida  (hereinafter  sometimes called the
"Company"),  and Wilmington Trust Company,  a Delaware banking  corporation,  as
trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the issuance of its Floating Rate Junior  Subordinated  Debt Securities due 2032
(the "Debt Securities") under this Indenture and to provide, among other things,
for the execution and authentication,  delivery and administration  thereof, the
Company has duly authorized the execution of this Indenture.

     NOW, THEREFORE,  in consideration of the premises,  and the purchase of the
Debt Securities by the holders  thereof,  the Company  covenants and agrees with
the Trustee for the equal and  proportionate  benefit of the respective  holders
from time to time of the Debt Securities as follows:

                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01 Definitions.
                  -----------

     The  terms  defined  in this  Section  1.01  (except  as  herein  otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this  Indenture  and  of  any  indenture  supplemental  hereto  shall  have  the
respective  meanings  specified in this Section 1.01. All accounting  terms used
herein and not expressly  defined shall have the meanings assigned to such terms
in  accordance  with  generally  accepted  accounting  principles  and the  term
"generally accepted accounting  principles" means such accounting  principles as
are generally accepted in the United States at the time of any computation.  The
words "herein," "hereof" and "hereunder" and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or other
subdivision.

     "Additional Interest" shall have the meaning set forth in Section 3.06.

     "Additional Provisions" shall have the meaning set forth in Section 15.01.

     "Authenticating  Agent"  means any agent or agents of the Trustee  which at
the time shall be appointed and acting pursuant to Section 6.12.

     "Bankruptcy Law" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "Board  of  Directors"  means  the  board  of  directors  or the  executive
committee or any other duly authorized designated officers of the Company.

<PAGE>

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

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which banking  institutions in Wilmington,  Delaware,  New York City or Duval
County,  Florida are  permitted or required by any  applicable  law or executive
order to close.

     "Calculation  Agent" means the Person  identified as "Trustee" in the first
paragraph  hereof  with  respect to the Debt  Securities  and the  Institutional
Trustee with respect to the Trust Securities.

     "Capital  Securities" means undivided beneficial interests in the assets of
the Trust which are  designated  as  "TRUPS(R)"  and rank pari passu with Common
Securities issued by the Trust;  provided,  however, that if an Event of Default
                                 --------   -------
(as defined in the  Declaration)  has occurred and is continuing,  the rights of
holders of such Common  Securities  to payment in respect of  distributions  and
payments upon  liquidation,  redemption  and otherwise are  subordinated  to the
rights of holders of such Capital Securities.

     "Capital  Securities  Guarantee"  means the  guarantee  agreement  that the
Company  will enter into with  Wilmington  Trust  Company or other  Persons that
operates directly or indirectly for the benefit of holders of Capital Securities
of the Trust.

     "Capital  Treatment  Event " means the receipt by the Company and the Trust
of an opinion of counsel  experienced  in such matters to the effect that,  as a
result of any amendment to, or change in, the laws,  rules or regulations of the
United States or any political  subdivision thereof or therein, or as the result
of  any  official  or   administrative   pronouncement  or  action  or  decision
interpreting  or applying such laws,  rules or  regulations,  which amendment or
change is effective or which  pronouncement,  action or decision is announced on
or after the date of  original  issuance of the Debt  Securities,  there is more
than an insubstantial risk that the Company will not, within 90 days of the date
of such  opinion,  be  entitled  to  treat  an  amount  equal  to the  aggregate
Liquidation  Amount of the Capital  Securities  as "Tier 1 Capital" (or the then
equivalent  thereof)  for  purposes of the capital  adequacy  guidelines  of the
Federal Reserve (or any successor  regulatory  authority with  jurisdiction over
bank  holding  companies),  as then in effect  and  applicable  to the  Company,
provided,  however,  that the  distribution of the Debt Securities in connection
--------   -------
with the  liquidation  of the  Trust by the  Company  shall not in and of itself
constitute a Capital Treatment Event unless such liquidation shall have occurred
in connection with a Tax Event or an Investment Company Event.

     "Certificate"  means  a  certificate  signed  by any  one of the  principal
executive officer,  the principal financial officer or the principal  accounting
officer of the Company.

     "Common Securities" means undivided  beneficial  interests in the assets of
the Trust which are designated as "Common  Securities"  and rank pari passu with
Capital


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Securities issued by the Trust;  provided,  however, that if an Event of Default
                                 --------   -------
(as defined in the  Declaration)  has occurred and is continuing,  the rights of
holders of such Common  Securities to payment in 3 respect of distributions  and
payments upon  liquidation,  redemption  and otherwise are  subordinated  to the
rights of holders of such Capital Securities.

     "Company" means Florida Banks, Inc., a bank holding company incorporated in
Florida,  and,  subject to the  provisions  of Article  XI,  shall  include  its
successors and assigns.

     "Comparable  Treasury Issue " means with respect to any Special  Redemption
Date, the United States  Treasury  security  selected by the Quotation  Agent as
having a maturity  comparable to the Remaining  Life that would be utilized,  at
the time of selection and in accordance with customary  financial  practice,  in
pricing new issues of corporate  debt  securities of comparable  maturity to the
Remaining  Life. If no United States  Treasury  security has a maturity which is
within a period from three  months  before to three months after April 22, 2007,
the two most closely  corresponding  United States Treasury  securities shall be
used  as  the  Comparable  Treasury  Issue,  and  the  Treasury  Rate  shall  be
interpolated or extrapolated on a straight-line  basis,  rounding to the nearest
month using such securities.

     "Comparable  Treasury  Price"  means  (a) the  average  of  five  Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such  Reference  Treasury  Dealer  Quotations,  or (b) if the
Quotation  Agent  receives  fewer  than  five  such  Reference  Treasury  Dealer
Quotations, the average of all such Quotations.

     "Debt  Security" or "Debt  Securities"  has the meaning stated in the first
recital of this Indenture.

     "Debt Security Register" has the meaning specified in Section 2.05.

     "Declaration"  means the Amended and Restated  Declaration  of Trust of the
Trust dated as of April 10, 2002, as amended or supplemented from time to time.

     "Default"  means any event,  act or condition  that with notice or lapse of
time, or both, would constitute an Event of Default.

     "Defaulted Interest" has the meaning set forth in Section 2.08.

     "Deferred Interest" has the meaning set forth in Section 2.11.

     "Event of Default"  means any event  specified in Section  5.01,  which has
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

     "Extension Period" has the meaning set forth in Section 2.11.


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     "Federal  Reserve " means the Board of  Governors  of the  Federal  Reserve
System.

     "Indenture" means this instrument as originally  executed or, if amended or
supplemented as herein provided, as so amended or supplemented, or both.

     "Institutional Trustee" has the meaning set forth in the Declaration.

     "Interest  Payment  Date"  means  April  22 and  October  22 of each  year,
commencing on October 22, 2002, during the term of this Indenture.

     "Interest  Rate" means a per annum rate of interest,  reset  semi-annually,
equal to LIBOR,  as  determined  on the  LIBOR  Determination  Date  immediately
preceding each Interest Payment Date, plus 3.70%; provided,  that the applicable
                                                  --------
Interest Rate may not exceed 11.00%  through the Interest  Payment Date in April
2007.

     "Investment  Company  Event" means the receipt by the Company and the Trust
of an opinion of counsel  experienced  in such matters to the effect that,  as a
result of a change in law or regulation or written 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, within 90 days of the date of such opinion will be,  considered
an "investment  company" that is required to be registered  under the Investment
Company Act of 1940,  as amended,  which change or  prospective  change  becomes
effective or would become effective, as the case may be, on or after the date of
the original issuance of the Debt Securities.

     "LIBOR" means the London  Interbank  Offered Rate for six-month U.S. Dollar
deposits in Europe as determined by the  Calculation  Agent according to Section
2.10(b).

     "LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(1).

     "LIBOR Business Day" has the meaning set forth in Section 2.10(b)(1).

     "LIBOR Determination Date" has the meaning set forth in Section 2.10(b).

     "Liquidation Amount " means the stated amount of $1,000 per Trust Security.

     "Maturity Date" means April 22, 2032.

     "Officers'  Certificate"  means a certificate signed by the Chairman of the
Board, the Vice Chairman, the President or any Vice President,  and by the Chief
Financial Officer, the Treasurer,  an Assistant Treasurer,  the Comptroller,  an
Assistant  Comptroller,  the Secretary or an Assistant Secretary of the Company,
and delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 14.06 if and to the extent required by the provisions of
such Section.

     "Opinion of Counsel"  means an opinion in writing  signed by legal counsel,
who may be an employee  of or counsel to the  Company,  or may be other  counsel
reasonably


                                       4

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satisfactory  to the Trustee.  Each such opinion  shall  include the  statements
provided for in Section 14.06 if and to the extent required by the provisions of
such Section.

     The term  "outstanding,"  when  used  with  reference  to Debt  Securities,
subject to the provisions of Section 7.04, means, as of any particular time, all
Debt Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except:

          (a)  Debt  Securities  theretofore  canceled  by  the  Trustee  or the
Authenticating Agent or delivered to the Trustee for cancellation;

          (b)  Debt  Securities,   or  portions  thereof,  for  the  payment  or
redemption of which moneys in the necessary  amount shall have been deposited in
trust with the  Trustee or with any paying  agent  (other  than the  Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent); provided, that, if such Debt Securities,  or
                                    --------
portions thereof,  are to be redeemed prior to maturity thereof,  notice of such
redemption  shall have been given as provided in Articles X and XIV or provision
satisfactory to the Trustee shall have been made for giving such notice; and

          (c) Debt  Securities paid pursuant to Section 2.06 or in lieu of or in
substitution for which other Debt Securities shall have been  authenticated  and
delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the
Company and the Trustee is presented  that any such Debt  Securities are held by
bona fide holders in due course.

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

     "Predecessor Security" of any particular Debt Security means every previous
Debt Security  evidencing all or a portion of the same debt as that evidenced by
such particular  Debt Security;  and, for the purposes of this  definition,  any
Debt Security  authenticated and delivered under Section 2.06 in lieu of a lost,
destroyed or stolen Debt  Security  shall be deemed to evidence the same debt as
the lost, destroyed or stolen Debt Security.

     "Primary   Treasury  Dealer"  means  a  primary  United  States  Government
securities dealer in New York City.

     "Principal  Office of the Trustee," or other similar term, means the office
of the Trustee,  at which at any  particular  time its corporate  trust business
shall be  principally  administered,  which at all times shall be located within
the United  States and at the time of the execution of this  Indenture  shall be
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

     "Quotation  Agent" means  Salomon  Smith  Barney Inc.  and its  successors;
provided,  however,  that if the foregoing shall cease to be a Primary  Treasury
--------   -------
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.


                                       5

<PAGE>

     "Redemption Date" has the meaning set forth in Section 10.01.

     "Redemption  Price"  means  100%  of  the  principal  amount  of  the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after April 22, 2007.

     "Reference  Treasury  Dealer"  means (i) the  Quotation  Agent and (ii) any
other Primary  Treasury Dealer selected by the Trustee after  consultation  with
the Company.

     "Reference  Treasury  Dealer  Quotations  "  means,  with  respect  to each
Reference  Treasury  Dealer and any Special  Redemption  Date,  the average,  as
determined  by the  Quotation  Agent,  of the  bid  and  asked  prices  for  the
Comparable  Treasury  Issue  (expressed  in  each  case as a  percentage  of its
principal  amount) quoted in writing to the Trustee by such  Reference  Treasury
Dealer at 5:00 p.m.,  New York City time,  on the third  Business Day  preceding
such Special Redemption Date.

     "Remaining Life" means, with respect to any Debt Security,  the period from
the Special Redemption Date for such Debt Security to April 22, 2007.

     "Responsible  Officer"  means,  with  respect to the  Trustee,  any officer
within the Principal  Office of the Trustee with direct  responsibility  for the
administration  of the Indenture,  including any  vice-president,  any assistant
vice-president,  any secretary,  any assistant  secretary,  the  treasurer,  any
assistant  treasurer,  any trust officer or other officer of the Principal Trust
Office  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 that  officer's  knowledge  of and  familiarity  with  the
particular subject.

     "Securities  Act"  means  the  Securities  Act of  1933,  as  amended  from
time-to-time, or any successor legislation.

     "Securityholder," "holder of Debt Securities" or other similar terms, means
any Person in whose name at the time a particular Debt Security is registered on
the Debt Security Register.

     "Senior   Indebtedness"  means,  with  respect  to  the  Company,  (i)  the
principal,  premium,  if any, and interest in respect of (A) indebtedness of the
Company  for  money  borrowed  and (B)  indebtedness  evidenced  by  securities,
debentures,  notes,  bonds or other similar  instruments  issued by the Company;
(ii) all capital lease obligations of the Company;  (iii) all obligations of the
Company  issued or assumed  as the  deferred  purchase  price of  property,  all
conditional  sale  obligations of the Company and all obligations of the Company
under any title  retention  agreement  (but  excluding  trade  accounts  payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the  reimbursement  of any letter of credit,  any banker's  acceptance,  any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement,  any obligation under options
or any similar


                                       6

<PAGE>

credit or other  transaction;  (v) all  obligations  of the type  referred to in
clauses  (i)  through  (iv) above of other  Persons for the payment of which the
Company is  responsible or liable as obligor,  guarantor or otherwise;  and (vi)
all  obligations  of the type  referred  to in clauses  (i) through (v) above of
other  Persons  secured  by any lien on any  property  or  asset of the  Company
(whether or not such obligation is assumed by the Company),  whether incurred on
or prior to the date of this Indenture or thereafter incurred,  unless, with the
prior approval of the Federal Reserve if not otherwise  generally  approved,  in
the  instrument  creating 7 or evidencing the same or pursuant to which the same
is  outstanding,  it is provided that such  obligations  are not superior or are
pari passu in right of payment to the Debt Securities.

     "Special Event" means any of a Tax Event, an Investment  Company Event or a
Capital Treatment Event.

     "Special Redemption Date" has the meaning set forth in 10.02.

     "Special  Redemption  Price"  means (1) if the Special  Redemption  Date is
before April 22, 2007,  the greater of (a) 100% of the  principal  amount of the
Debt Securities being redeemed pursuant to Section 10.02 or (b) as determined by
a Quotation Agent, the sum of the present values of the principal amount payable
as part of the  Redemption  Price with respect to a  redemption  as of April 22,
2007, together with the present value of interest payments calculated at a fixed
per annum rate of interest  equal to 9.95% over the Remaining  Life of such Debt
Securities,  discounted to the Special  Redemption  Date on a semi-annual  basis
(assuming a 360- day year  consisting of twelve  30-day  months) at the Treasury
Rate plus  0.50%,  plus,  in the case of either (a) or (b),  accrued  and unpaid
interest on such Debt  Securities to the Special  Redemption Date and (2) if the
Special  Redemption Date is on or after April 22, 2007, the Redemption Price for
such Special Redemption Date.

     "Subsidiary"  means,  with respect to any Person,  (i) any corporation,  at
least a majority of the outstanding voting stock of which is owned,  directly or
indirectly,  by such  Person or by one or more of its  Subsidiaries,  or by such
Person and one or more of its Subsidiaries,  (ii) any general partnership, joint
venture or similar entity, at least a majority of the outstanding partnership or
similar  interests of which shall at the time be owned by such Person, or by one
or  more  of  its  Subsidiaries,  or by  such  Person  and  one or  more  of its
Subsidiaries,  and (iii) any limited  partnership of which such Person or any of
its  Subsidiaries  is a general  partner.  For the purposes of this  definition,
"voting stock" means shares,  interests,  participations or other equivalents in
the equity interest  (however  designated) in such Person having ordinary voting
power for the election of a majority of the  directors  (or the  equivalent)  of
such Person, other than shares,  interests,  participations or other equivalents
having such power only by reason of the occurrence of a contingency.

     "Tax Event" means the receipt by the Company and the Trust of an opinion of
counsel  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


                                       7

<PAGE>

therein, or as a result of any official administrative  pronouncement (including
any private letter ruling,  technical advice memorandum,  regulatory  procedure,
notice or  announcement  (an  "Administrative  Action"))  or  judicial  decision
interpreting  or applying such laws or  regulations,  regardless of whether such
Administrative  Action or judicial decision is issued to or in connection with a
proceeding  involving  the  Company or the Trust and  whether or not  subject to
review or appeal, which amendment, clarification,  change, Administrative Action
or decision is enacted,  promulgated or announced,  in each case on or after the
date of  original  issuance  of the  Debt  Securities,  there  is  more  than an
insubstantial risk that: (i) the Trust is, or will be within 90 days of the date
of such  opinion,  subject to United States  federal  income tax with respect to
income received or accrued on the Debt Securities;  (ii) interest payable by the
Company on the Debt  Securities  is not, or 8 within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States federal income tax purposes;  or (iii) the Trust is, or will be within 90
days of the date of such  opinion,  subject to more than a de minimis  amount of
other  taxes  (including  withholding  taxes),  duties,   assessments  or  other
governmental charges.

     "Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation,  appearing in
the most recently  published  statistical  release  designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury  Constant  Maturities," for the
maturity  corresponding  to the  Remaining  Life (if no maturity is within three
months  before  or  after  the  Remaining  Life,  yields  for the two  published
maturities most closely  corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated  from such yields on
a  straight-line  basis,  rounding to the nearest month) or (ii) if such release
(or any  successor  release)  is not  published  during the week  preceding  the
calculation  date or does not contain such  yields,  the rate per annum equal to
the semi-annual  equivalent yield to maturity of the Comparable  Treasury Issue,
calculated  using a price for the  Comparable  Treasury  Issue  (expressed  as a
percentage of its principal  amount) equal to the Comparable  Treasury Price for
such Special Redemption Date. The Treasury Rate shall be calculated on the third
Business Day preceding the Special Redemption Date.

     "Trust" means Florida Banks Capital Trust II, the Delaware  business trust,
or any other similar trust created for the purpose of issuing Capital Securities
in connection  with the issuance of Debt  Securities  under this  Indenture,  of
which the Company is the sponsor.

     "Trust  Indenture  Act" means the Trust  Indenture  Act of 1939, as amended
from time-to-time, or any successor legislation.

     "Trust  Securities"  means  Common  Securities  and Capital  Securities  of
Florida Banks Capital Trust II.


                                       8

<PAGE>

     "Trustee"  means the Person  identified as "Trustee" in the first paragraph
hereof, and, subject to the provisions of Article VI hereof,  shall also include
its successors and assigns as Trustee hereunder.

     "United  States"  means the United  States of America  and the  District of
Columbia.

     "U.S. Person" has the meaning given to United States Person as set forth in
Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

                                   ARTICLE II

                                 DEBT SECURITIES

     SECTION 2.01 Authentication and Dating.
                  -------------------------

     Upon the  execution  and delivery of this  Indenture,  or from time to time
thereafter,  Debt Securities in an aggregate  principal  amount not in excess of
$4,124,000  may be  executed 9 and  delivered  by the Company to the Trustee for
authentication,  and the Trustee shall thereupon authenticate and make available
for delivery  said Debt  Securities to or upon the written order of the Company,
signed by its Chairman of the Board of Directors,  Vice  Chairman,  President or
Chief  Financial  Officer or one of its Vice  Presidents,  without  any  further
action by the Company  hereunder.  In authenticating  such Debt Securities,  and
accepting the  additional  responsibilities  under this Indenture in relation to
such Debt Securities,  the Trustee shall be entitled to receive, and (subject to
Section  6.01)  shall be fully  protected  in  relying  upon a copy of any Board
Resolution  or  Board  Resolutions  relating  thereto  and,  if  applicable,  an
appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant  Secretary of the Company as the case
may be.

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

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

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

     The Trustee's certificate of authentication on all Debt Securities shall be
in substantially the following form:

     This is one of the  Debt  Securities  referred  to in the  within-mentioned
Indenture.


                                       9

<PAGE>

     WILMINGTON  TRUST  COMPANY,  not in its  individual  capacity but solely as
trustee


     By
       -------------------------------
       Authorized Officer

     SECTION 2.03 Form and Denomination of Debt Securities.
                  ----------------------------------------

     The Debt Securities shall be substantially in the form of Exhibit A hereto.
The Debt Securities  shall be in registered,  certificated  form without coupons
and in minimum  denominations  of $100,000  and any multiple of $1,000 in excess
thereof.  The  Debt  Securities  shall  be  numbered,   lettered,  or  otherwise
distinguished  in such manner or in  accordance  with such plans as the officers
executing the same may  determine  with the approval of the Trustee as evidenced
by the execution and authentication thereof.

     SECTION 2.04 Execution of Debt Securities.
                  ----------------------------

     The Debt  Securities  shall be  signed  in the  name and on  behalf  of the
Company by the manual or  facsimile  signature  of its  Chairman of the Board of
Directors,  Vice Chairman,  President or Chief  Financial  Officer or one of its
Executive Vice Presidents,  Senior Vice Presidents or Vice Presidents, under its
corporate seal which may be affixed thereto or printed, 10 engraved or otherwise
reproduced thereon,  by facsimile or otherwise,  and which need not be attested.
Only such Debt Securities as shall bear thereon a certificate of  authentication
substantially in the form herein before recited,  executed by the Trustee or the
Authenticating Agent by the manual signature of an authorized officer,  shall be
entitled to the  benefits of this  Indenture or be valid or  obligatory  for any
purpose.  Such certificate by the Trustee or the  Authenticating  Agent upon any
Debt Security executed by the Company shall be conclusive evidence that the Debt
Security so authenticated has been duly  authenticated  and delivered  hereunder
and that the holder is entitled to the benefits of this Indenture.

     In case any  officer of the  Company  who shall have signed any of the Debt
Securities  shall cease to be such officer before the Debt  Securities so signed
shall have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company,  such Debt Securities  nevertheless may be
authenticated  and delivered or disposed of as though the Person who signed such
Debt  Securities had not ceased to be such officer of the Company;  and any Debt
Security  may be  signed on behalf of the  Company  by such  Persons  as, at the
actual date of the execution of such Debt Security, shall be the proper officers
of the Company, although at the date of the execution of this Indenture any such
person was not such an officer.

     Every Debt Security shall be dated the date of its authentication.

     SECTION 2.05 Exchange and Registration of Transfer of Debt Securities.
                  --------------------------------------------------------

     The Company shall cause to be kept, at the office or agency  maintained for
the purpose of  registration of transfer and for exchange as provided in Section
3.02, a register (the "Debt Security  Register") for the Debt Securities  issued
hereunder in which, subject


                                       10

<PAGE>

to such  reasonable  regulations as it may prescribe,  the Company shall provide
for the  registration  and transfer of all Debt  Securities  as provided in this
Article II. Such register  shall be in written form or in any other form capable
of being converted into written form within a reasonable time.

     Debt Securities to be exchanged may be surrendered at the Principal  Office
of the  Trustee or at any office or agency to be  maintained  by the Company for
such purpose as provided in Section  3.02,  and the Company shall  execute,  the
Company or the Trustee  shall  register  and the  Trustee or the  Authenticating
Agent shall  authenticate  and make available for delivery in exchange  therefor
the Debt  Security  or Debt  Securities  which  the  Securityholder  making  the
exchange shall be entitled to receive.  Upon due presentment for registration of
transfer of any Debt Security at the  Principal  Office of the Trustee or at any
office or agency of the  Company  maintained  for such  purpose as  provided  in
Section  3.02,  the Company  shall  execute,  the  Company or the Trustee  shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the  transferee or  transferees a new Debt
Security for a like aggregate principal amount.  Registration or registration of
transfer  of any Debt  Security  by the  Trustee or by any agent of the  Company
appointed pursuant to Section 3.02, and delivery of such Debt Security, shall be
deemed to complete the  registration  or  registration  of transfer of such Debt
Security.

     All Debt Securities  presented for registration of transfer or for exchange
or  payment  shall  (if  so  required  by the  Company  or  the  Trustee  or the
Authenticating  Agent)  be duly  endorsed  by, or be  accompanied  by, a written
instrument or  instruments of transfer in form  satisfactory  to the Company and
either the Trustee or the  Authenticating  Agent duly executed by, the holder or
such holder's attorney duly authorized in writing.

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

     The Company or the Trustee  shall not be required to exchange or register a
transfer of any Debt Security for a period of 15 days immediately  preceding the
date of selection of Debt Securities for redemption.

     Notwithstanding  the  foregoing,  Debt  Securities  may not be  transferred
except in  compliance  with the  restricted  securities  legend set forth below,
unless  otherwise  determined by the Company in accordance  with applicable law,
which legend shall be placed on each Debt Security:

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH


                                       11

<PAGE>

REGISTRATION  OR UNLESS SUCH  TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE  TRANSFER SUCH SECURITY
ONLY (A) TO THE  COMPANY,  (B)  PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT
("RULE  144A"),  TO A PERSON  THE HOLDER  REASONABLY  BELIEVES  IS A  "QUALIFIED
INSTITUTIONAL  BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE  ACCOUNT OF A QUALIFIED  INSTITUTIONAL  BUYER TO WHOM NOTICE IS GIVEN
THAT THE  TRANSFER IS BEING MADE IN RELIANCE  ON RULE 144A,  (C)  PURSUANT TO AN
EXEMPTION FROM  REGISTRATION TO AN "ACCREDITED  INVESTOR"  WITHIN THE MEANING OF
SUBPARAGRAPH  (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS  ACQUIRING  THE  SECURITY  FOR ITS OWN  ACCOUNT,  OR FOR  THE  ACCOUNT  OF AN
"ACCREDITED  INVESTOR," FOR  INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER  OR  SALE  IN  CONNECTION  WITH,  ANY  DISTRIBUTION  IN  VIOLATION  OF THE
SECURITIES  ACT,  OR (D)  PURSUANT  TO  ANOTHER  AVAILABLE  EXEMPTION  FROM  THE
REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT
PRIOR TO ANY SUCH  OFFER,  SALE OR  TRANSFER  PURSUANT  TO CLAUSES (C) OR (D) TO
REQUIRE  THE  DELIVERY  OF AN OPINION OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER
INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH
MAY BE OBTAINED FROM THE COMPANY.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND
WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY
UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

     THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR  ARRANGEMENT  SUBJECT  TO TITLE I OF THE
EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR
SECTION 4975 OF THE  INTERNAL  REVENUE  CODE OF 1986,  AS AMENDED (THE  "CODE"),
(EACH A "PLAN"),  OR AN ENTITY WHOSE UNDERLYING  ASSETS INCLUDE "PLAN ASSETS" BY
REASON OF ANY PLAN'S  INVESTMENT  IN THE ENTITY  AND NO PERSON  INVESTING  "PLAN
ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS  SECURITY OR ANY INTEREST  THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE  RELIEF  AVAILABLE
UNDER U.S.  DEPARTMENT OF LABOR  PROHIBITED  TRANSACTION  CLASS EXEMPTION 96-23,
95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE  EXEMPTION OR ITS PURCHASE AND
HOLDING OF THIS  SECURITY IS NOT  PROHIBITED  BY SECTION 406 OF ERISA OR SECTION
4975 OF THE CODE WITH  RESPECT TO SUCH  PURCHASE OR HOLDING.  ANY


                                       12

<PAGE>

PURCHASER OR HOLDER OF THIS  SECURITY OR ANY INTEREST  THEREIN WILL BE DEEMED TO
HAVE  REPRESENTED BY ITS PURCHASE AND HOLDING  THEREOF THAT EITHER (i) IT IS NOT
AN EMPLOYEE  BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
TO WHICH  SECTION  4975 OF THE CODE IS  APPLICABLE,  A TRUSTEE  OR OTHER  PERSON
ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT  PLAN OR PLAN,  OR ANY OTHER  PERSON OR
ENTITY  USING THE ASSETS OF ANY  EMPLOYEE  BENEFIT  PLAN OR PLAN TO FINANCE SUCH
PURCHASE,  OR (ii) SUCH  PURCHASE  WILL NOT RESULT IN A  PROHIBITED  TRANSACTION
UNDER  SECTION  406 OF ERISA OR SECTION  4975 OF THE CODE FOR WHICH  THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE  INDENTURE  TO  CONFIRM  THAT  THE  TRANSFER  COMPLIES  WITH  THE  FOREGOING
RESTRICTIONS.

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000  AND  MULTIPLES OF $1,000 IN EXCESS
THEREOF.  ANY ATTEMPTED  TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER.  ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

     SECTION 2.06 Mutilated, Destroyed, Lost or Stolen Debt Securities.
                  ----------------------------------------------------

     In case any Debt Security shall become  mutilated or be destroyed,  lost or
stolen,  the Company  shall  execute,  and upon its written  request the Trustee
shall  authenticate  and  deliver,  a new Debt  Security  bearing  a number  not
contemporaneously  outstanding,  in exchange and  substitution for the mutilated
Debt  Security,  or in lieu of and in  substitution  for the  Debt  Security  so
destroyed,  lost or stolen.  In every case the applicant for a substituted  Debt
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless,  and, in every case of
destruction,  loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction,  loss or theft of
such Debt Security and of the ownership thereof.

     The Trustee may authenticate any such substituted Debt Security and deliver
the same  upon the  written  request  or  authorization  of any  officer  of the
Company.  Upon the issuance of any  substituted  Debt Security,  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  connected
therewith.  In case any Debt Security


                                       13

<PAGE>

which has  matured or is about to mature or has been  called for  redemption  in
full shall become  mutilated or be destroyed,  lost or stolen,  the Company may,
instead of issuing a substitute  Debt Security,  pay or authorize the payment of
the same  (without  surrender  thereof  except in the case of a  mutilated  Debt
Security) if the applicant for such payment shall furnish to the Company and the
Trustee  such  security or  indemnity as may be required by them to save each of
them harmless and, in case of destruction,  loss or theft, evidence satisfactory
to the  Company  and to the  Trustee of the  destruction,  loss or theft of such
Security and of the ownership thereof.

     Every  substituted  Debt Security issued pursuant to the provisions of this
Section  2.06 by virtue of the fact that any such Debt  Security  is  destroyed,
lost or stolen shall  constitute  an  additional  contractual  obligation of the
Company,  whether or not the  destroyed,  lost or stolen Debt Security  shall be
found at any time,  and shall be entitled to all the benefits of this  Indenture
equally and  proportionately  with any and all other Debt Securities duly issued
hereunder.  All  Debt  Securities  shall  be held and  owned  upon  the  express
condition  that,  to the extent  permitted  by  applicable  law,  the  foregoing
provisions  are  exclusive  with  respect  to  the  replacement  or  payment  of
mutilated,  destroyed, lost or stolen Debt Securities and shall preclude any and
all other  rights or  remedies  notwithstanding  any law or statute  existing or
hereafter  enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.07 Temporary Debt Securities.
                  -------------------------

     Pending the  preparation  of definitive  Debt  Securities,  the Company may
execute and the Trustee  shall  authenticate  and make  available  for  delivery
temporary Debt Securities  that are typed,  printed or  lithographed.  Temporary
Debt  Securities  shall  be  issuable  in  any  authorized   denomination,   and
substantially  in the form of the  definitive  Debt  Securities  but  with  such
omissions,  insertions and  variations as may be appropriate  for temporary Debt
Securities,  all as may be determined by the Company.  Every such temporary Debt
Security  shall be executed by the Company and be  authenticated  by the Trustee
upon the same conditions and in substantially the same manner, and with the same
effect,  as the definitive Debt Securities.  Without 14 unreasonable  delay, the
Company  will  execute and deliver to the  Trustee or the  Authenticating  Agent
definitive  Debt  Securities and thereupon any or all temporary Debt  Securities
may be surrendered in exchange therefor,  at the Principal Office of the Trustee
or at any  office  or agency  maintained  by the  Company  for such  purpose  as
provided  in Section  3.02,  and the Trustee or the  Authenticating  Agent shall
authenticate and make available for delivery in exchange for such temporary Debt
Securities a like aggregate principal amount of such definitive Debt Securities.
Such  exchange  shall be made by the  Company at its own expense and without any
charge  therefor  except  that  in  case  of  any  such  exchange   involving  a
registration  of transfer the Company may require payment of a sum sufficient to
cover any tax, fee or other governmental  charge that may be imposed in relation
thereto. Until so exchanged, the temporary Debt Securities shall in all respects
be  entitled  to the same  benefits  under this  Indenture  as  definitive  Debt
Securities authenticated and delivered hereunder.


                                       14

<PAGE>

     SECTION 2.08 Payment of Interest.
                  -------------------

     Each Debt Security will bear interest at the then applicable  Interest Rate
from and  including  each  Interest  Payment  Date or,  in the case of the first
interest  period,  the original  date of issuance of such Debt  Security to, but
excluding, the next succeeding Interest Payment Date or, in the case of the last
interest period,  the Redemption Date, Special Redemption Date or Maturity Date,
as applicable,  on the principal  thereof,  on any overdue principal and (to the
extent that payment of such interest is  enforceable  under  applicable  law) on
Deferred  Interest  and  on  any  overdue  installment  of  interest  (including
Defaulted Interest),  payable (subject to the provisions of Article XII) on each
Interest Payment Date commencing on October 22, 2002.  Interest and any Deferred
Interest on any Debt  Security that is payable,  and is punctually  paid or duly
provided for, on any Interest  Payment Date shall be paid to the Person in whose
name said Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the regular record date for such interest  installment,
except that  interest and any  Deferred  Interest  payable on the Maturity  Date
shall be paid to the  Person to whom  principal  is paid.  In the event that any
Debt Security or portion  thereof is called for  redemption  and the  redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such  Interest  Payment  Date,  interest on such Debt Security
will be paid upon presentation and surrender of such Debt Security.

     Any interest on any Debt Security,  other than Deferred  Interest,  that is
payable,  but is not  punctually  paid or duly  provided  for,  on any  Interest
Payment Date (herein called  "Defaulted  Interest")  shall forthwith cease to be
payable to the registered  holder on the relevant  regular record date by virtue
of having been such holder,  and such  Defaulted  Interest  shall be paid by the
Company to the Persons in whose names such Debt Securities (or their  respective
Predecessor  Securities)  are  registered  at the close of business on a special
record date for the payment of such Defaulted Interest,  which shall be fixed in
the  following  manner:  the Company  shall notify the Trustee in writing of the
amount of Defaulted  Interest proposed to be paid on each such Debt Security and
the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid  in  respect  of  such  Defaulted   Interest  or  shall  make  arrangements
satisfactory  to the Trustee for such deposit  prior to the date of the proposed
payment,  such money when  deposited  to be held in trust for the benefit of the
Persons  entitled  to  such  Defaulted  Interest  as in  this  clause  provided.
Thereupon the Trustee shall fix a special record date for the payment of 15 such
Defaulted  Interest  which shall not be more than fifteen nor less than ten days
prior to the date of the  proposed  payment and not less than ten days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee shall
promptly  notify the Company of such special record date and, in the name and at
the expense of the Company,  shall cause notice of the proposed  payment of such
Defaulted  Interest  and the special  record date  therefor to be mailed,  first
class  postage  prepaid,  to each  Securityholder  at his or her  address  as it
appears  in the Debt  Security  Register,  not less than ten days  prior to such
special record date.  Notice of the proposed payment of such Defaulted  Interest
and the special  record date  therefor  having  been mailed as  aforesaid,  such
Defaulted  Interest  shall be paid to the  Persons  in  whose  names  such  Debt
Securities (or their respective  Predecessor  Securities) are registered on such
special  record date and


                                       15

<PAGE>

thereafter  the Company shall have no further  payment  obligation in respect of
the Defaulted Interest.

     Any  interest  scheduled  to become  payable on an  Interest  Payment  Date
occurring during an Extension  Period shall not be Defaulted  Interest and shall
be  payable on such  other  date as may be  specified  in the terms of such Debt
Securities.

     The term  "regular  record  date" as used in this  Section  shall  mean the
fifteenth  day prior to an Interest  Payment  Date whether or not such date is a
Business Day.

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

     SECTION 2.09 Cancellation of Debt Securities Paid, etc.
                  -----------------------------------------

     All Debt  Securities  surrendered  for the purpose of payment,  redemption,
exchange or  registration  of transfer,  shall, if surrendered to the Company or
any paying agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered  to the Trustee or any  Authenticating  Agent,  shall be promptly
canceled by it, and no Debt Securities shall be issued in lieu thereof except as
expressly  permitted  by any of the  provisions  of  this  Indenture.  All  Debt
Securities  canceled  by any  Authenticating  Agent  shall be  delivered  to the
Trustee.  The Trustee  shall  destroy all canceled  Debt  Securities  unless the
Company otherwise  directs the Trustee in writing.  If the Company shall acquire
any of the Debt Securities,  however,  such  acquisition  shall not operate as a
redemption  or  satisfaction  of  the  indebtedness  represented  by  such  Debt
Securities  unless  and  until  the  same are  surrendered  to the  Trustee  for
cancellation.

     SECTION 2.10 Computation of Interest.
                  -----------------------

          (a) The amount of  interest  payable for any  interest  period will be
computed on the basis of a 360-day year and the actual number of days elapsed in
the relevant interest period;  provided,  however, that upon the occurrence of a
                               --------   -------
Special Event Redemption  pursuant to Section 10.02 the amounts payable pursuant
to this Indenture  shall be calculated as set forth in the definition of Special
Redemption Price.

          (b) LIBOR shall be determined by the  Calculation  Agent in accordance
with the following provisions:

               (1) On the second LIBOR Business Day (provided,  that on such day
                                                     -------
          commercial banks are open for business  (including dealings in foreign
          currency  deposits) in London (a "LIBOR Banking  Day"),  and otherwise
          the next  preceding  LIBOR  Business Day that is also a LIBOR  Banking
          Day) prior to May 1 and November 1 (except,  with respect to the first
          interest payment period,  on April 8, 2002),  (each such day, a "LIBOR
          Determination  Date"),  LIBOR shall equal the rate, as obtained by the
          Calculation Agent for six-month U.S. Dollar deposits in Europe,  which


                                       16

<PAGE>

          appears on Telerate Page 3750 (as defined in the  International  Swaps
          and  Derivatives  Association,  Inc.  1991  Interest Rate and Currency
          Exchange  Definitions) or such other page as may replace such Telerate
          Page 3750, as of 11:00 a.m. (London time) on such LIBOR  Determination
          Date, as reported by Bloomberg  Financial  Markets  Commodities  News;
          provided,  however,  that in the case of the  first  interest  payment
          --------   -------
          period,  LIBOR  will be  interpolated  from LIBOR for  six-month  U.S.
          Dollar  deposits  in Europe  and LIBOR for  seven  month  U.S.  Dollar
          deposits in Europe on a  straight-line  basis.  "LIBOR  Business  Day"
          means  any day that is not a  Saturday,  Sunday  or other day on which
          commercial  banking  institutions in New York, New York or Wilmington,
          Delaware are  authorized or obligated by law or executive  order to be
          closed.  If  such  rate  is  superseded  on  Telerate  Page  3750 by a
          corrected  rate  before  12:00  noon  (London  time) on the same LIBOR
          Determination  Date, the corrected rate as so substituted  will be the
          applicable LIBOR for that LIBOR Determination Date.

               (2) If,  on any  LIBOR  Determination  Date,  such  rate does not
          appear  on  Telerate  Page 3750 as  reported  by  Bloomberg  Financial
          Markets  Commodities  News or such  other  page  as may  replace  such
          Telerate  Page  3750,  the  Calculation   Agent  shall  determine  the
          arithmetic  mean of the offered  quotations of the Reference Banks (as
          defined  below) to leading  banks in the London  interbank  market for
          six-month U.S. Dollar  deposits in Europe (in an amount  determined by
          the  Calculation  Agent) by reference to requests for quotations as of
          approximately 11:00 a.m. (London time) on the LIBOR Determination Date
          made by the Calculation Agent to the Reference Banks. If, on any LIBOR
          Determination  Date, at least two of the Reference  Banks provide such
          quotations,  LIBOR shall equal the arithmetic mean of such quotations.
          If, on any LIBOR Determination Date, only one or none of the Reference
          Banks  provide  such a  quotation,  LIBOR  shall be  deemed  to be the
          arithmetic  mean of the offered  quotations  that at least two leading
          banks in the City of New York (as selected by the  Calculation  Agent)
          are quoting on the relevant  LIBOR  Determination  Date for  six-month
          U.S. Dollar  deposits in Europe at  approximately  11:00 a.m.  (London
          time) (in an amount  determined  by the  Calculation  Agent).  As used
          herein,  "Reference  Banks"  means  four  major  banks  in the  London
          interbank market selected by the Calculation Agent.

               (3) If the  Calculation  Agent  is  required  but  is  unable  to
          determine  a rate in  accordance  with at least one of the  procedures
          provided  above,  LIBOR shall be LIBOR in effect on the previous LIBOR
          Determination  Date  (whether or not LIBOR for such period was in fact
          determined on such LIBOR Determination Date).

          (c) All  percentages  resulting  from  any  calculations  on the  Debt
Securities will be rounded, if necessary,  to the nearest one hundred-thousandth
of a percentage  point,  with five  one-millionths of a percentage point rounded
upward (e.g.,


                                       17

<PAGE>

9.876545%  (or  .09876545)  being  rounded to 9.87655% (or  .0987655)),  and all
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).

          (d) On each LIBOR  Determination  Date,  the  Calculation  Agent shall
notify, in writing,  the Company and the Paying Agent of the applicable Interest
Rate in effect for the related  Interest  Payment Date.  The  Calculation  Agent
shall,  upon the  request  of the  holder of any Debt  Securities,  provide  the
Interest Rate then in effect.  All calculations made by the Calculation Agent in
the absence of manifest  error shall be conclusive  for all purposes and binding
on the Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled  to rely on  information  received  from the  Calculation  Agent or the
Company as to the Interest Rate. The Company shall,  from time to time,  provide
any necessary  information  to the Paying Agent  relating to any original  issue
discount and interest on the Debt Securities that is included in any payment and
reportable for taxable income calculation purposes.

     SECTION 2.11 Extension of Interest Payment Period.
                  ------------------------------------

     So long as no Event of Default has occurred and is continuing,  the Company
shall have the right, from time to time and without causing an Event of Default,
to defer  payments of interest on the Debt  Securities by extending the interest
payment  period on the Debt  Securities at any time and from time to time during
the term of the Debt Securities,  for up to ten consecutive  semi-annual periods
(each such extended  interest  payment period,  an "Extension  Period"),  during
which  Extension  Period  no  interest  shall  be due and  payable  (except  any
Additional Interest that may be due and payable). No Extension Period may end on
a date  other than an  Interest  Payment  Date.  During  any  Extension  Period,
interest  will continue to accrue on the Debt  Securities,  and interest on such
accrued  interest (such accrued interest and interest thereon referred to herein
as  "Deferred   Interest")  will  accrue,  at  the  Interest  Rate,   compounded
semiannually  from the date such Deferred  Interest would have been payable were
it not  for the  Extension  Period,  both to the  extent  permitted  by law.  No
interest  or Deferred  Interest  shall be due and  payable  during an  Extension
Period,  except at the end thereof.  At the end of any such Extension Period the
Company  shall pay all  Deferred  Interest  then  accrued and unpaid on the Debt
Securities;  provided,  however,  that no Extension Period may extend beyond the
             --------   -------
Maturity Date;  and provided  further,  however,  that during any such Extension
                    --------  -------   -------
Period,  the Company shall be subject to the  restrictions  set forth in Section
3.08 of this Indenture.  Prior to the termination of any Extension  Period,  the
Company may further extend such period, provided, that such period together with
                                        --------
all such previous and further  consecutive  extensions  thereof shall not exceed
ten consecutive  semi-annual  periods,  or extend beyond the Maturity Date. Upon
the  termination  of any  Extension  Period and upon the payment of all Deferred
Interest,  the  Company  may  commence a new  Extension  Period,  subject to the
foregoing requirements. The Company must give the Trustee notice of its election
to begin such Extension Period at least one Business Day prior to the earlier of
(i) the next succeeding date on which interest on the Debt Securities would have
been payable except for the election to begin such Extension  Period or (ii) the
date such  interest  is  payable,  but in any event not later  than the  related
regular record date. The


                                       18

<PAGE>

Trustee  shall give notice of the  Company's  election to begin a new  Extension
Period to the Securityholders.

     SECTION 2.12 CUSIP Numbers.
                  -------------

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

     SECTION 3.01 Payment of Principal,  Premium and Interest;  Agreed Treatment
                  --------------------------------------------------------------
of the Debt Securities.
----------------------

          (a) The Company  covenants and agrees that it will duly and punctually
pay or cause to be paid the  principal of and  premium,  if any, and interest on
the Debt  Securities  at the place,  at the  respective  times and in the manner
provided  in this  Indenture  and the  Debt  Securities.  At the  option  of the
Company,  each installment of interest on the Debt Securities may be paid (i) by
mailing  checks for such  interest  payable to the order of the  holders of Debt
Securities entitled thereto as they appear on the Debt Security Register or (ii)
by wire transfer to any account with a banking institution located in the United
States  designated  by such Person to the paying agent no later than the related
record date.

          (b) The Company will treat the Debt  Securities as  indebtedness,  and
the interest  payable in respect of such Debt  Securities  as interest,  for all
U.S.  federal  income  tax  purposes.  All  payments  in  respect  of such  Debt
Securities will be made free and clear of U.S. withholding tax to any beneficial
owner thereof that has provided an Internal Revenue Service Form W-8 BEN (or any
substitute or successor form) establishing its non-U.S.  status for U.S. federal
income tax purposes.

          (c) As of the date of this Indenture,  the Company has no intention to
exercise its right under Section 2.11 to defer  payments of interest on the Debt
Securities by commencing an Extension Period.

          (d) As of the date of this  Indenture,  the Company  believes that the
likelihood that it would exercise its right under Section 2.11 to defer payments
of interest on the Debt Securities by commencing an Extension Period at any time
during  which the Debt  Securities  are  outstanding  is remote  because  of the
restrictions  that would be imposed on the  Company's  ability to declare or pay
dividends  or  distributions  on, or to


                                       19

<PAGE>

redeem,  purchase  or make a  liquidation  payment  with  respect to, any of its
outstanding  equity  and on the  Company's  ability  to  make  any  payments  of
principal of or interest on, or repurchase or redeem, any of its debt securities
that rank pari passu in all  respects  with (or junior in interest  to) the Debt
Securities.

     SECTION 3.02 Offices for Notices and Payments, etc.
                  --------------------------------------

     So long as any of the Debt Securities remain outstanding,  the Company will
maintain in Wilmington, Delaware or in Duval County, Florida an office or agency
where the Debt  Securities  may be presented  for  payment,  an office or agency
where the Debt Securities may be presented for  registration of transfer and for
exchange as provided in this Indenture and an office or agency where notices and
demands to or upon the  Company in  respect  of the Debt  Securities  or of this
Indenture may be served.  The Company will give to the Trustee written notice of
the location of any such office or agency and of any change of location thereof.
Until  otherwise  designated from time to time by the Company in a notice to the
Trustee, or specified as contemplated by Section 2.05, such office or agency for
all of the above purposes shall be the Principal Office of the Trustee.  In case
the  Company  shall fail to maintain  any such  office or agency in  Wilmington,
Delaware  or in Duval  County,  Florida or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Principal Office of the Trustee.

     In addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington,  Delaware or Duval
County,  Florida where the Debt Securities may be presented for  registration of
transfer  and for  exchange in the manner  provided in this  Indenture,  and the
Company may from time to time rescind such designation,  as the Company may deem
desirable  or  expedient;   provided,  however,  that  no  such  designation  or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in  Wilmington,  Delaware or in Duval County,  Florida
for the purposes  above  mentioned.  The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

     SECTION 3.03 Appointments to Fill Vacancies in Trustee's Office.
                  --------------------------------------------------

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee,  will appoint,  in the manner  provided in Section 6.09, a Trustee,  so
that there shall at all times be a Trustee hereunder.

     SECTION 3.04 Provision as to Paying Agent.
                  ----------------------------

          (a) If the  Company  shall  appoint  a  paying  agent  other  than the
Trustee,  it will cause such paying  agent to execute and deliver to the Trustee
an instrument  in which such agent shall agree with the Trustee,  subject to the
provision of this Section 3.04,

               (1) that it will hold all sums  held by it as such  agent for the
          payment of the principal of and premium, if any, or interest,  if any,
          on the


                                       20

<PAGE>

          Debt Securities (whether such sums have been paid to it by the Company
          or by any other  obligor 20 on the Debt  Securities)  in trust for the
          benefit of the holders of the Debt Securities;

               (2) that it will give the Trustee  prompt  written  notice of any
          failure  by  the  Company  (or  by  any  other  obligor  on  the  Debt
          Securities)  to make any payment of the  principal of and premium,  if
          any, or interest,  if any, on the Debt  Securities when the same shall
          be due and payable; and

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

          (b) If the Company shall act as its own paying  agent,  it will, on or
before each due date of the  principal of and premium,  if any, or interest,  if
any,  on the Debt  Securities,  set aside,  segregate  and hold in trust for the
benefit  of the  holders of the Debt  Securities  a sum  sufficient  to pay such
principal,  premium or interest  so becoming  due and will notify the Trustee in
writing of any failure to take such action and of any failure by the Company (or
by any other  obligor  under the Debt  Securities)  to make any  payment  of the
principal of and premium,  if any, or interest,  if any, on the Debt  Securities
when the same shall become due and payable.

     Whenever  the  Company  shall have one or more  paying  agents for the Debt
Securities,  it will,  on or prior  to each  due  date of the  principal  of and
premium,  if any, or interest,  if any, on the Debt  Securities,  deposit with a
paying  agent a sum  sufficient  to pay the  principal,  premium or  interest 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 shall
promptly notify the Trustee in writing of its action or failure to act.

          (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company  may, at any time,  for the  purpose of  obtaining  a  satisfaction  and
discharge with respect to the Debt Securities,  or for any other reason, pay, or
direct  any  paying  agent to pay to the  Trustee  all sums held in trust by the
Company or any such paying  agent,  such sums to be held by the Trustee upon the
same terms and conditions herein contained.

          (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement  to hold sums in trust as provided in this  Section 3.04 is subject to
Sections 12.03 and 12.04.

          (e) The Company hereby initially appoints the Trustee to act as paying
agent.

     SECTION 3.05 Certificate to Trustee.
                  ----------------------

     The Company will deliver to the Trustee on or before 120 days after the end
of each fiscal year, so long as Debt  Securities are  outstanding  hereunder,  a
Certificate  stating  that in the course of the  performance  by the  signers of
their duties as officers of the Company they would  normally  have  knowledge of
any default by the Company in the


                                       21

<PAGE>

performance of any covenants contained herein,  stating whether or not they have
knowledge of any such default and, if so,  specifying each such default of which
the signers have knowledge and the nature thereof.

     SECTION 3.06 Additional Interest.
                  -------------------

     If and for so long as the Trust is the holder of all Debt Securities and is
subject  to  any  additional  taxes  (including   withholding  taxes),   duties,
assessments  or other  governmental  charges  as a result  of a Tax  Event,  the
Company will pay such additional amounts (the "Additional Interest") on the Debt
Securities as shall be required so that the net amounts received and retained by
the Trust after paying taxes, duties,  assessments or other governmental charges
will be equal to the  amounts  the Trust  would have  received if no such taxes,
duties,  assessments or other governmental charges had been imposed. Whenever in
this Indenture or the Debt Securities there is a reference in any context to the
payment of principal of or interest on the Debt  Securities,  such mention shall
be deemed to include mention of payments of the Additional Interest provided for
in this paragraph to the extent that, in such context,  Additional  Interest is,
was or would be payable in respect  thereof  pursuant to the  provisions of this
paragraph  and  express  mention  of the  payment  of  Additional  Interest  (if
applicable)  in any  provisions  hereof  shall  not be  construed  as  excluding
Additional Interest in those provisions hereof where such express mention is not
made, provided,  however, that the deferral of the payment of interest during an
      --------   -------
Extension  Period  pursuant  to Section  2.11 shall not defer the payment of any
Additional Interest that may be due and payable.

     SECTION 3.07 Compliance with Consolidation Provisions.
                  ----------------------------------------

     The Company will not, while any of the Debt Securities remain  outstanding,
consolidate  with, or merge into any other Person, or merge into itself, or sell
or convey all or  substantially  all of its property to any other Person  unless
the provisions of Article XI hereof are complied with.

     SECTION 3.08 Limitation on Dividends.
                  -----------------------

     If Debt  Securities are initially  issued to the Trust or a trustee of such
Trust  in  connection  with  the  issuance  of  Trust  Securities  by the  Trust
(regardless  of whether Debt  Securities  continue to be held by such Trust) and
(i) there shall have occurred and be  continuing  an Event of Default,  (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee or (iii) the Company shall have given notice of
its election to defer  payments of interest on the Debt  Securities by extending
the interest payment period as provided herein and such period, or any extension
thereof,  shall have commenced and be  continuing,  then the Company may not (A)
declare or pay any dividends or distributions on, or redeem, purchase,  acquire,
or make a  liquidation  payment  with respect to, any of the  Company's  capital
stock or (B) make any payment of principal of or interest or premium, if any, on
or repay, repurchase or redeem any debt securities of the Company that rank pari
passu in all respects with or junior in interest to the Debt  Securities  (other
than (a)  repurchases,  redemptions or other  acquisitions  of shares of capital
stock of the Company (I) in connection  with any


                                       22

<PAGE>

employment  contract,  benefit plan or other similar arrangement with or for the
benefit of one or more employees,  officers,  directors or consultants,  (II) in
connection with a dividend  reinvestment  or stockholder  stock purchase plan or
(III) in  connection  with the  issuance  of capital  stock of the  Company  (or
securities   convertible  into  or  exercisable  for  such  capital  stock),  as
consideration in an acquisition transaction entered into prior to the occurrence
of (i),  (ii) or (iii) above,  (b) as a result of any exchange or  conversion of
any class or series of the  Company's  capital  stock (or any capital stock of a
subsidiary  of the  Company)  for any class or series of the  Company's  capital
stock or of any class or series of the Company's  indebtedness  for any class or
series of the Company's capital stock, (c) the purchase of fractional  interests
in shares of the Company's  capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security  being  converted or exchanged,
(d) any  declaration of a dividend in connection with any  stockholder's  rights
plan, or the issuance of rights, stock or other property under any stockholder's
rights plan, or the redemption or repurchase of rights pursuant thereto,  or (e)
any dividend in the form of stock,  warrants,  options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants,  options or
other  rights is the same stock as that on which the  dividend  is being paid or
ranks pari passu with or junior to such stock).

     SECTION 3.09 Covenants as to the Trust.
                  -------------------------

     For so long as such Trust Securities remain outstanding,  the Company shall
maintain 100% ownership of the Common Securities;  provided,  however,  that any
                                                   --------   -------
permitted  successor of the Company under this Indenture  that is a U.S.  Person
may succeed to the Company's  ownership of such Common Securities.  The Company,
as owner of the Common Securities,  shall use commercially reasonable efforts to
cause the Trust (a) to remain a statutory  business trust,  except in connection
with a  distribution  of Debt  Securities to the holders of Trust  Securities in
liquidation  of the Trust,  the  redemption  of all of the Trust  Securities  or
certain  mergers,  consolidations  or  amalgamations,  each as  permitted by the
Declaration,  (b) to otherwise  continue to be classified as a grantor trust for
United States  federal income tax purposes and (c) to cause each holder of Trust
Securities to be treated as owning an undivided  beneficial interest in the Debt
Securities.

                                   ARTICLE IV

                                LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     SECTION 4.01 Securityholders' Lists.
                  ----------------------

     The  Company  covenants  and  agrees  that it will  furnish  or cause to be
furnished to the Trustee:

          (a) on each regular record date for an Interest  Payment Date, a list,
in such form as the Trustee may reasonably  require,  of the names and addresses
of the Securityholders of the Debt Securities as of such record date; and


                                       23

<PAGE>

          (b) 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;

except that no such lists need be  furnished  under this Section 4.01 so long as
the Trustee is in  possession  thereof by reason of its acting as Debt  Security
registrar.

     SECTION 4.02 Preservation and Disclosure of Lists.
                   -----------------------------------

          (a) The Trustee shall preserve,  in as current a form as is reasonably
practicable,  all  information  as to the names and  addresses of the holders of
Debt  Securities  (1)  contained  in the most  recent  list  furnished  to it as
provided  in  Section  4.01  or (2)  received  by it in  the  capacity  of  Debt
Securities registrar (if so acting) hereunder.  The Trustee may destroy any list
furnished  to it as  provided  in  Section  4.01 upon  receipt  of a new list so
furnished.

          (b) In case  three or more  holders  of Debt  Securities  (hereinafter
referred to as "applicants")  apply in writing to the Trustee and furnish to the
Trustee  reasonable proof that each such applicant has owned a Debt Security for
a period of at least six months preceding the date of such application, and such
application  states that the applicants desire to communicate with other holders
of Debt  Securities  with respect to their rights under this  Indenture or under
such Debt  Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit,  then the Trustee shall
within  five  Business  Days  after  the  receipt  of such  application,  at its
election, either:

               (1) afford such applicants access to the information preserved at
          the  time  by  the  Trustee  in  accordance  with  the  provisions  of
          subsection (a) of this Section 4.02, or

               (2)  inform  such  applicants  as to the  approximate  number  of
          holders of Debt  Securities  whose names and  addresses  appear in the
          information  preserved at the time by the Trustee in  accordance  with
          the  provisions of subsection  (a) of this Section 4.02, and as to the
          approximate cost of mailing to such  Securityholders the form of proxy
          or other communication, if any, specified in such application.

     If the Trustee  shall elect not to afford  such  applicants  access to such
information,  the Trustee shall,  upon the written  request of such  applicants,
mail to each  Securityholder of Debt Securities whose name and address appear in
the  information  preserved  at the time by the Trustee in  accordance  with the
provisions of subsection (a) of this Section 4.02 a copy of the form of proxy or
other   communication  which  is  specified  in  such  request  with  reasonable
promptness  after a tender to the  Trustee of the  material  to be mailed and of
payment,  or provision for the payment,  of the reasonable  expenses of mailing,
unless  within  five days  after such  tender,  the  Trustee  shall mail to such
applicants and file with the Securities and Exchange Commission, if permitted or
required by applicable law, together with a copy of the material to be mailed, a
written


                                       24

<PAGE>

statement to the effect that, in the opinion of the Trustee,  such mailing would
be contrary to the best interests of the holders of all Debt Securities,  as the
case may be, or would be in violation of applicable law. Such written  statement
shall specify the basis of such  opinion.  If said  Commission,  as permitted or
required by applicable law, after  opportunity for a hearing upon the objections
specified in the written  statement so filed,  shall enter an order  refusing to
sustain any of such objections or if, after the entry of an order sustaining one
or more of such  objections,  said  Commission  shall  find,  after  notice  and
opportunity for hearing,  that all the objections so sustained have been met and
shall  enter an order so  declaring,  the  Trustee  shall  mail  copies  of such
material to all such Securityholders with reasonable  promptness after the entry
of such order and the renewal of such  tender;  otherwise  the Trustee  shall be
relieved  of  any  obligation  or  duty  to  such  applicants  respecting  their
application.

          (c) Each and every holder of Debt Securities, by receiving and holding
the same,  agrees with the Company and the Trustee  that neither the Company nor
the Trustee  nor any paying  agent  shall be held  accountable  by reason of the
disclosure of any such  information as to the names and addresses of the holders
of Debt  Securities in accordance  with the provisions of subsection (b) of this
Section 4.02,  regardless of the source from which such information was derived,
and that the  Trustee  shall not be held  accountable  by reason of mailing  any
material pursuant to a request made under said subsection (b).

                                   ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

     SECTION 5.01 Events of Default.
                  -----------------

     The  following  events  shall be "Events of Default"  with  respect to Debt
Securities:

          (a) the Company  defaults in the payment of any interest upon any Debt
Security when it becomes due and payable,  and continuance of such default for a
period of 30 days;  for the  avoidance  of doubt,  an  extension of any interest
payment period by the Company in accordance  with Section 2.11 of this Indenture
shall not constitute a default under this clause 5.01(a); or

          (b) the  Company  defaults  in the  payment  of all or any part of the
principal of (or premium,  if any, on) any Debt  Securities as and when the same
shall become due and payable either at maturity, upon redemption, by declaration
of acceleration or otherwise; or

          (c) the Company  defaults in the performance  of, or breaches,  any of
its  covenants  or  agreements  in Sections  3.06,  3.07,  3.08 and 3.09 of this
Indenture (other than a covenant or agreement a default in whose  performance or
whose  breach  is  elsewhere  in this  Section  specifically  dealt  with),  and
continuance  of such  default or breach for a period of 90 days after  there has
been given, by registered or certified mail,


                                       25

<PAGE>

to the  Company by the  Trustee or to the Company and the Trustee by the holders
of not less  than 25% in  aggregate  principal  amount of the  outstanding  Debt
Securities,  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

          (d) a court having  jurisdiction  in the premises shall enter a decree
or order for relief in respect of the Company in an  involuntary  case under any
applicable  bankruptcy,  insolvency  or other  similar law now or  hereafter  in
effect,  or  appoints a  receiver,  liquidator,  assignee,  custodian,  trustee,
sequestrator (or similar official) of the Company or for any substantial part of
its property,  or orders the  winding-up or  liquidation of its affairs and such
decree  or  order  shall  remain  unstayed  and in  effect  for a  period  of 90
consecutive days; or

          (e) the Company shall  commence a voluntary  case under any applicable
bankruptcy,  insolvency or other  similar law now or hereafter in effect,  shall
consent  to the entry of an order for  relief in an  involuntary  case under any
such law,  or shall  consent to the  appointment  of or taking  possession  by a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  (or other
similar official) of the Company or of any substantial part of its property,  or
shall make any general  assignment  for the benefit of creditors,  or shall fail
generally to pay its debts as they become due; or

          (f) the Trust  shall have  voluntarily  or  involuntarily  liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection  with (1) the  distribution  of the Debt Securities to holders of the
Trust  Securities  in  liquidation  of their  interests  in the  Trust,  (2) the
redemption of all of the outstanding  Trust  Securities or (3) certain  mergers,
consolidations or amalgamations, each as permitted by the Declaration.

     If an Event of Default  occurs and is  continuing  with respect to the Debt
Securities,  then, and in each and every such case,  unless the principal of the
Debt Securities shall have already become due and payable, either the Trustee or
the  holders  of not less  than 25% in  aggregate  principal  amount of the Debt
Securities then outstanding hereunder,  by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the entire principal of
the Debt Securities and the interest accrued, but unpaid, thereon, if any, to be
due and payable immediately, and upon any such declaration the same shall become
immediately due and payable.

     The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Debt Securities  shall have been so declared
due and payable, and before any judgment or decree for the payment of the moneys
due shall have been obtained or entered as hereinafter provided, (i) the Company
shall pay or shall deposit with the Trustee a sum  sufficient to pay all matured
installments  of interest upon all the Debt  Securities and the principal of and
premium,  if any, on the Debt  Securities  which shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if any, and
Deferred  Interest,  to the extent permitted by law) and such amount as shall be
sufficient to cover reasonable  compensation to the Trustee and each predecessor
Trustee,  their respective agents,  attorneys and counsel, and all other amounts


                                       26

<PAGE>

due to the Trustee  pursuant  to Section  6.06,  if any,  and (ii) all Events of
Default under this Indenture,  other than the non-payment of the principal of or
premium, if any, on Debt Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein, then and
in every such case the holders of a majority in  aggregate  principal  amount of
the Debt  Securities then  outstanding,  by written notice to the Company and to
the Trustee,  may waive all defaults and rescind and annul such  declaration and
its consequences, but no such waiver or rescission and annulment shall extend to
or shall  affect any  subsequent  default or shall  impair any right  consequent
thereon.

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

     SECTION 5.02 Payment of Debt Securities on Default; Suit Therefor.
                  ----------------------------------------------------

     The  Company  covenants  that upon the  occurrence  of an Event of  Default
pursuant  to clause  5.01(a)  or 5.01(b)  and upon  demand of the  Trustee,  the
Company  will pay to the  Trustee,  for the  benefit of the  holders of the Debt
Securities,  the whole amount that then shall have become due and payable on all
Debt Securities for principal and premium, if any, or interest,  or both, as the
case may be, including Deferred Interest accrued on the Debt Securities; and, in
addition thereto,  such further amount as shall be sufficient to cover the costs
and expenses of collection,  including a reasonable compensation to the Trustee,
its agents,  attorneys  and  counsel,  and any other  amounts due to the Trustee
under Section 6.06. In case the Company shall fail forthwith to pay such amounts
upon such  demand,  the  Trustee,  in its own name and as  trustee of an express
trust,  shall be entitled and empowered to institute any actions or  proceedings
at law or in equity for the  collection  of the sums so due and unpaid,  and may
prosecute any such action or  proceeding  to judgment or final  decree,  and may
enforce  any such  judgment  or final  decree  against  the Company or any other
obligor on such Debt Securities and collect in the manner provided by law out of
the  property  of the  Company  or any other  obligor  on such  Debt  Securities
wherever situated the moneys adjudged or decreed to be payable.

     In case there shall be pending  proceedings  for the  bankruptcy or for the
reorganization  of the Company or any other obligor on the Debt Securities under
Bankruptcy  Law, or in case a receiver or trustee shall have been  appointed for
the property of the Company or such other  obligor,  or in the case of any other
similar judicial  proceedings  relative to the Company or other obligor upon the
Debt  Securities,  or to the  creditors or property of the Company or such other
obligor,  the  Trustee,  irrespective  of  whether  the  principal  of the  Debt
Securities shall then be due and payable as therein  expressed or by declaration
of acceleration or otherwise and  irrespective of whether the Trustee shall have
made any demand  pursuant  to the  provisions  of this  Section  5.02,  shall


                                       27

<PAGE>

be entitled and empowered,  by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal  and interest
owing and unpaid in respect of the Debt  Securities and, in case of any judicial
proceedings,  to file such proofs of claim and other  papers or documents as may
be necessary or advisable in order to have the claims of the Trustee  (including
any  claim for  reasonable  compensation  to the  Trustee  and each  predecessor
Trustee,   and  their  respective  agents,   attorneys  and  counsel,   and  for
reimbursement of all other amounts due to the Trustee under Section 6.06) and of
the Securityholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Debt Securities,  or to the creditors or property of
the Company or such other  obligor,  unless  prohibited  by  applicable  law and
regulations,  to vote on behalf of the  holders  of the Debt  Securities  in any
election  of a trustee  or a standby  trustee  in  arrangement,  reorganization,
liquidation or other bankruptcy or insolvency  proceedings or Person  performing
similar  functions  in  comparable  proceedings,  and to collect and receive any
moneys or other  property  payable or  deliverable  on any such  claims,  and to
distribute  the same after the  deduction of its charges and  expenses;  and any
receiver,  assignee  or  trustee  in  bankruptcy  or  reorganization  is  hereby
authorized by each of the  Securityholders 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 Securityholders,  to pay to the Trustee such amounts as shall be
sufficient to cover  reasonable  compensation to the Trustee,  each  predecessor
Trustee  and their  respective  agents,  attorneys  and  counsel,  and all other
amounts due to the Trustee under Section 6.06.

     Nothing  herein  contained  shall be construed to authorize  the Trustee to
authorize or consent to or accept or adopt on behalf of any  Securityholder  any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the
Debt  Securities or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such proceeding.

     All rights of action and of asserting claims under this Indenture, or under
any of the  Debt  Securities,  may  be  enforced  by  the  Trustee  without  the
possession of any of the Debt Securities, or the production thereof at any trial
or other proceeding relative thereto, and any such suit or proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express  trust,
and any recovery of judgment shall be for the ratable  benefit of the holders of
the Debt Securities.

     In any  proceedings  brought  by the  Trustee  (and  also  any  proceedings
involving the  interpretation  of any  provision of this  Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Debt Securities, and it shall not be necessary to make any holders of the
Debt Securities parties to any such proceedings.

     SECTION 5.03 Application of Moneys Collected by Trustee.
                  ------------------------------------------

     Any moneys  collected  by the  Trustee  shall be  applied in the  following
order,  at the date or dates fixed by the Trustee for the  distribution  of such
moneys,  upon  presentation  of the several Debt  Securities in respect of which
moneys have been collected,  and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:


                                       28

<PAGE>

     First:  To the payment of costs and expenses  incurred  by, and  reasonable
fees of, the  Trustee,  its  agents,  attorneys  and  counsel,  and of all other
amounts due to the Trustee under Section 6.06;

     Second: To the payment of all Senior  Indebtedness of the Company if and to
the extent required by Article XV;

     Third:  To the  payment  of the  amounts  then  due and  unpaid  upon  Debt
Securities  for  principal  (and  premium,  if any),  and  interest  on the Debt
Securities,  in  respect  of which or for the  benefit  of which  money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due on such Debt  Securities  for principal  (and  premium,  if any) and
interest, respectively; and

     Fourth: The balance, if any, to the Company.

     SECTION 5.04 Proceedings by Securityholders.
                  ------------------------------

     No holder of any Debt Security  shall have any right to institute any suit,
action or proceeding  for any remedy  hereunder,  unless such holder  previously
shall  have given to the  Trustee  written  notice of an Event of  Default  with
respect to the Debt  Securities  and unless the  holders of not less than 25% in
aggregate  principal amount of the Debt Securities then  outstanding  shall have
given the Trustee a written request to institute such action, suit or proceeding
and shall have  offered  to the  Trustee  such  reasonable  indemnity  as it may
require against the costs,  expenses and liabilities to be incurred thereby, and
the Trustee for 60 days after its receipt of such  notice,  request and offer of
indemnity  shall have failed to institute any such action,  suit or  proceeding;
provided,  that no holder of Debt  Securities  shall have any right to prejudice
--------
the rights of any other holder of Debt Securities, obtain priority or preference
over any other such holder or enforce any right under this  Indenture  except in
the manner herein provided and for the equal,  ratable and common benefit of all
holders of Debt Securities.

     Notwithstanding any other provisions in this Indenture,  however, the right
of any holder of any Debt  Security  to receive  payment  of the  principal  of,
premium,  if any, and interest on such Debt  Security  when due, or to institute
suit for the enforcement of any such payment,  shall not be impaired or affected
without the consent of such holder.  For the protection  and  enforcement of the
provisions of this Section,  each and every Securityholder and the Trustee shall
be entitled to such relief as can be given  either at law or in equity.

     SECTION 5.05 Proceedings by Trustee.
                  ----------------------

     In case of an Event of Default  hereunder the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate  judicial  proceedings  as the Trustee shall deem most  effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by  proceeding  in  bankruptcy  or  otherwise,  whether for the  specific
enforcement  of any covenant or agreement  contained in this Indenture or in aid
of the exercise of any power granted in this Indenture,  or to


                                       29

<PAGE>

enforce  any  other  legal or  equitable  right  vested in the  Trustee  by this
Indenture or by law.

     SECTION 5.06 Remedies Cumulative and Continuing.
                  ----------------------------------

     Except as otherwise provided in Section 2.06, all powers and remedies given
by this Article V to the Trustee or to the Securityholders  shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies  available  to the  Trustee or the holders of the Debt  Securities,  by
judicial  proceedings or otherwise,  to enforce the performance or observance of
the  covenants  and   agreements   contained  in  this  Indenture  or  otherwise
established with respect to the Debt Securities, and no delay or omission of the
Trustee or of any holder of any of the Debt  Securities to exercise any right or
power  accruing upon any Event of Default  occurring and continuing as aforesaid
shall  impair any such right or power,  or shall be  construed to be a waiver of
any such default or an acquiescence  therein;  and, subject to the provisions of
Section  5.04,  every power and remedy  given by this Article V or by law to the
Trustee or to the  Securityholders  may be exercised  from time to time,  and as
often as shall be deemed expedient, by the Trustee or by the Securityholders.

     SECTION 5.07 Direction of Proceedings and Waiver of Defaults by Majority of
                  --------------------------------------------------------------
Securityholders.
---------------

     The  holders  of a  majority  in  aggregate  principal  amount  of the Debt
Securities affected (voting as one class) at the time outstanding 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 such Debt  Securities;  provided,  however,  that
                                                       --------   -------
(subject to the  provisions of Section 6.01) the Trustee shall have the right to
decline to follow any such  direction if the Trustee  shall  determine  that the
action so directed would be unjustly  prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or  proceeding  so directed may not lawfully be taken or if a Responsible
Officer  of the  Trustee  shall  determine  that the  action or  proceedings  so
directed  would  involve  the  Trustee  in  personal  liability.  Prior  to  any
declaration  accelerating the maturity of the Debt Securities,  the holders of a
majority  in  aggregate  principal  amount  of the Debt  Securities  at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify any  previously  granted  waiver of) any past default or Event of Default
and its  consequences,  except a default  (a) in the  payment of  principal  of,
premium,  if any, or interest on any of the Debt  Securities,  (b) in respect of
covenants or provisions  hereof which cannot be modified or amended  without the
consent of the holder of each Debt Security  affected,  or (c) in respect of the
covenants  contained  in  Section  3.09;  provided,  however,  that if the  Debt
                                          --------   -------
Securities  are held by the Trust or a trustee  of such  trust,  such  waiver or
modification  to such  waiver  shall not be  effective  until the  holders  of a
majority in  liquidation  preference of the Trust  Securities of the Trust shall
have consented to such waiver or modification to such waiver; provided, further,
                                                              --------  -------
that if the consent of the holder of each outstanding Debt Security is required,
such waiver shall not be effective until each holder of the Trust  Securities of
the Trust shall have consented to such waiver. Upon any such waiver, the default
covered  thereby


                                       30

<PAGE>

shall be deemed to be cured for all purposes of this  Indenture and the Company,
the Trustee and the  holders of the Debt  Securities  shall be restored to their
former positions and rights  hereunder,  respectively;  but no such waiver shall
extend to any  subsequent  or other  default  or Event of  Default or impair any
right  consequent  thereon.  Whenever any default or Event of Default  hereunder
shall have been waived as permitted by this Section 5.07,  said default or Event
of Default shall for all purposes of the Debt  Securities  and this Indenture be
deemed to have been cured and to be not continuing.

     SECTION 5.08 Notice of Defaults.
                  ------------------

     The  Trustee  shall,  within 90 days  after a  Responsible  Officer  of the
Trustee shall have actual knowledge or received written notice of the occurrence
of a default with respect to the Debt Securities,  mail to all  Securityholders,
as the  names  and  addresses  of such  holders  appear  upon the Debt  Security
Register,  notice of all defaults with respect to the Debt  Securities  known to
the  Trustee,  unless such  defaults  shall have been cured before the giving of
such notice (the term  "defaults"  for the  purpose of this  Section  5.08 being
hereby defined to be the events  specified in subsections (a), (b), (c), (d) and
(e) of Section  5.01,  not  including  periods of grace,  if any,  provided  for
therein);  provided,  that,  except in the case of default in the payment of the
           --------
principal of, premium,  if any, or interest on any of the Debt  Securities,  the
Trustee  shall be  protected  in  withholding  such  notice  if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders.

     SECTION 5.09 Undertaking to Pay Costs.
                  ------------------------

     All parties to this Indenture  agree,  and each holder of any Debt Security
by such holder's  acceptance  thereof  shall be deemed to have agreed,  that any
court may in its  discretion  require,  in any suit for the  enforcement  of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action  taken or omitted by it as Trustee,  the filing by any party  litigant in
such suit of an  undertaking  to pay the costs of such suit, and that such court
may  in  its  30  discretion  assess  reasonable  costs,   including  reasonable
attorneys'  fees and expenses,  against any party litigant in such suit,  having
due regard to the merits and good faith of the claims or  defenses  made by such
party  litigant;  but the provisions of this Section 5.09 shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Securityholder, or
group of  Securityholders,  holding in the aggregate  more than 10% in principal
amount of the Debt  Securities  outstanding,  or to any suit  instituted  by any
Securityholder  for the  enforcement  of the  payment  of the  principal  of (or
premium,  if any) or  interest  on any Debt  Security  against the Company on or
after the same shall have become due and payable.

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

     SECTION 6.01 Duties and Responsibilities of Trustee.
                  --------------------------------------


                                       31

<PAGE>

     With  respect  to the  holders of Debt  Securities  issued  hereunder,  the
Trustee, prior to the occurrence of an Event of Default with respect to the Debt
Securities  and after the curing or  waiving of all Events of Default  which may
have occurred,  with respect to the Debt Securities,  undertakes to perform such
duties and only such duties as are specifically set forth in this Indenture.  In
case an Event of Default with respect to the Debt Securities has occurred (which
has not been cured or waived) 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 such person's own affairs.

     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:

          (a) prior to the occurrence of an Event of Default with respect to the
Debt  Securities  and after the curing or waiving of all Events of Default which
may have occurred

               (1) the duties and obligations of the Trustee with respect to the
          Debt Securities shall be determined  solely by the express  provisions
          of this Indenture,  and the Trustee shall not be liable except for the
          performance  of such duties and  obligations  with respect to the Debt
          Securities 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 the part of the  Trustee,  the
          Trustee may  conclusively  rely, as to the truth of the statements and
          the  correctness  of  the  opinions   expressed   therein,   upon  any
          certificates  or opinions  furnished to the Trustee and  conforming to
          the  requirements  of this  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 on their face to the requirements of this Indenture;

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

          (c) the Trustee  shall not be liable with  respect to any action taken
or omitted to be taken by it in good faith,  in accordance with the direction of
the  Securityholders  pursuant to Section 5.07, 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;
and


                                       32
<PAGE>

          (d) the Trustee shall not be charged with  knowledge of any Default or
Event of  Default  with  respect  to the Debt  Securities  unless  either  (1) a
Responsible  Officer  shall have actual  knowledge  of such  Default or Event of
Default or (2)  written  notice of such  Default or Event of Default  shall have
been  given to the  Trustee  by the  Company  or any other  obligor  on the Debt
Securities  or by any holder of the Debt  Securities,  except with respect to an
Event of Default  pursuant to Sections  5.01(a) or 5.01(b) hereof (other than an
Event of  Default  resulting  from the  default  in the  payment  of  Additional
Interest or premium,  if any, if the Trustee  does not have actual  knowledge or
written notice that such payment is due and payable), of which the Trustee shall
be deemed to have knowledge.

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

     SECTION 6.02 Reliance on Documents, Opinions, etc.
                  -------------------------------------

     Except as otherwise provided in Section 6.01:

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

          (b) any request,  direction,  order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein  specifically  prescribed);  and any Board
Resolution  may be evidenced  to the Trustee by a copy thereof  certified by the
Secretary or an Assistant Secretary of the Company;

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

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

          (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture;  nothing  contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to the Debt Securities (that has not been cured or
waived) to exercise with respect to the Debt  Securities  such of the rights and
powers  vested in it by this  Indenture,  and to


                                       33

<PAGE>

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 such person's
own affairs;

          (f) the Trustee shall not be bound to make any investigation  into the
facts or matters stated in any resolution,  certificate,  statement, instrument,
opinion,  report, notice, request,  consent,  order, approval,  bond, debenture,
coupon or other paper or document,  unless  requested in writing to do so by the
holders of not less than a majority in principal  amount of the outstanding Debt
Securities  affected thereby;  provided,  however,  that if the payment within a
                               --------   -------
reasonable time to the Trustee of the costs,  expenses or liabilities  likely to
be incurred by it in the making of such  investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
the terms of this  Indenture,  the  Trustee  may  require  reasonable  indemnity
against such expense or liability as a condition to so proceeding; and

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

     SECTION 6.03 No Responsibility for Recitals, etc.
                  ------------------------------------

     The recitals  contained  herein and in the Debt  Securities  (except in the
certificate of authentication of the Trustee or the Authenticating  Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility  for the correctness of the same. The Trustee and
the  Authenticating  Agent  make  no  representations  as  to  the  validity  or
sufficiency  of this  Indenture or of the Debt  Securities.  The Trustee and the
Authenticating  Agent shall not be accountable for the use or application by the
Company  of  any  Debt  Securities  or  the  proceeds  of  any  Debt  Securities
authenticated  and  delivered  by the  Trustee  or the  Authenticating  Agent in
conformity with the provisions of this Indenture.

     SECTION 6.04 Trustee,  Authenticating Agent, Paying Agents, Transfer Agents
                  --------------------------------------------------------------
or Registrar May Own Debt Securities.
------------------------------------

     The Trustee or any Authenticating Agent or any paying agent or any transfer
agent or any Debt Security  registrar,  in its individual or any other capacity,
may become the owner or pledgee of Debt Securities with the same rights it would
have if it were not Trustee,  Authenticating Agent, paying agent, transfer agent
or Debt Security registrar.

     SECTION 6.05 Moneys to be Held in Trust.
                  --------------------------

     Subject to the  provisions  of Section  12.04,  all moneys  received by the
Trustee or any paying agent shall, until used or applied as herein provided,  be
held in trust for the  purpose  for which  they were  received,  but need not be
segregated  from other funds  except to the extent  required by law. The Trustee
and any paying  agent  shall be under no  liability  for  interest  on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So long as no Event of  Default  shall  have  occurred  and be


                                       34

<PAGE>

continuing,  all interest allowed on any such moneys, if any, shall be paid from
time to time to the Company upon the written order of the Company, signed by the
Chairman of the Board of Directors,  the President, the Chief Operating Officer,
a Vice President, the Treasurer or an Assistant Treasurer of the Company.

     SECTION 6.06 Compensation and Expenses of Trustee.
                  ------------------------------------

     The Company  covenants  and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, such compensation as shall be agreed to in
writing  between the Company and the Trustee  (which shall not be limited by any
provision  of law in  regard to the  compensation  of a  trustee  of an  express
trust),  and the Company  will pay or  reimburse  the  Trustee  upon its written
request for all  documented  reasonable  expenses,  disbursements  and  advances
incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the reasonable expenses and
disbursements  of its counsel and of all  Persons not  regularly  in its employ)
except any such expense, disbursement or advance that arises from its negligence
or bad faith.  The  Company  also  covenants  to  indemnify  each of the Trustee
(including  in its  individual  capacity) and any  predecessor  Trustee (and its
officers, agents, directors and employees) for, and to hold it harmless against,
any and all loss,  damage,  claim,  liability or expense  including taxes (other
than taxes based on the income of the Trustee),  except to the extent such loss,
damage, claim,  liability or expense results from the negligence or bad faith of
such  indemnitee,  arising  out  of or in  connection  with  the  acceptance  or
administration  of this trust,  including  the costs and  expenses of  defending
itself  against any claim or liability in the premises.  The  obligations of the
Company under this Section 6.06 to  compensate  and indemnify the Trustee and to
pay or reimburse the Trustee for documented expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness
shall  be  secured  by a lien  prior  to that of the  Debt  Securities  upon all
property and funds held or  collected by the Trustee as such,  except funds held
in trust for the benefit of the holders of particular Debt  Securities.

     Without  prejudice  to any other  rights  available  to the  Trustee  under
applicable  law,  when the  Trustee  incurs  expenses  or  renders  services  in
connection with an Event of Default  specified in subsections (d), (e) or (f) of
Section 5.01, the expenses (including the reasonable charges and expenses of its
counsel)  and the  compensation  for the  services  are  intended to  constitute
expenses of  administration  under any applicable  federal or state  bankruptcy,
insolvency or other similar law.

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

     SECTION 6.07 Officers' Certificate as Evidence.
                  ---------------------------------

     Except as  otherwise  provided in Sections  6.01 and 6.02,  whenever in the
administration  of the  provisions  of this  Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action  hereunder,  such matter  (unless other  evidence in respect
thereof be herein specifically


                                       35

<PAGE>

prescribed)  may, in the absence of  negligence  or bad faith on the part of the
Trustee,  be deemed to be  conclusively  proved and  established by an Officers'
Certificate  delivered to the Trustee,  and such certificate,  in the absence of
negligence or bad faith on the part of the Trustee, shall be full warrant to the
Trustee  for any  action  taken or omitted  by it under the  provisions  of this
Indenture upon the faith thereof.

     SECTION 6.08 Eligibility of Trustee.
                  ----------------------

     The Trustee hereunder shall at all times be a U.S. Person that is a banking
corporation  organized and doing business under the laws of the United States of
America or any state thereof or of the District of Columbia and authorized under
such laws to exercise  corporate  trust  powers,  having a combined  capital and
surplus of at least fifty  million  U.S.  dollars  ($50,000,000)  and subject to
supervision or examination by federal, state, or District of Columbia authority.
If such corporation  publishes reports of condition at least annually,  pursuant
to  law  or to  the  requirements  of the  aforesaid  supervising  or  examining
authority,  then for the purposes of this Section 6.08 the combined  capital and
surplus  of such  corporation  shall be deemed to be its  combined  capital  and
surplus as set forth in its most recent records of condition so published.

     The Company may not, nor may any Person directly or indirectly controlling,
controlled  by, or under  common  control  with the  Company,  serve as Trustee,
notwithstanding  that such corporation shall be otherwise eligible and qualified
under this Article.

     In case at any time the Trustee  shall  cease to be eligible in  accordance
with the provisions of this Section 6.08,  the Trustee shall resign  immediately
in the manner and with the effect specified in Section 6.09.

     If the Trustee has or shall acquire any  "conflicting  interest" within the
meaning of Section  310(b) of the Trust  Indenture Act, the Trustee shall either
eliminate such interest or resign,  to the extent and in the manner provided by,
and subject to this Indenture.

     SECTION 6.09 Resignation or Removal of Trustee.
                  ---------------------------------

          (a) The Trustee, or any trustee or trustees hereafter  appointed,  may
at any time resign by giving written  notice of such  resignation to the Company
and by mailing notice thereof,  at the Company's expense,  to the holders of the
Debt  Securities  at their  addresses as they shall appear on the Debt  Security
Register. Upon receiving such notice of resignation,  the Company shall promptly
appoint a successor  trustee or trustees by written  instrument,  in  duplicate,
executed by order of its Board of Directors,  one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee.  If
no successor Trustee shall have been so appointed and have accepted  appointment
within 30 days after the mailing of such notice of  resignation  to the affected
Securityholders,  the  resigning  Trustee may  petition  any court of  competent
jurisdiction for the appointment of a successor  Trustee,  or any Securityholder
who has been a bona fide  holder of a Debt  Security or Debt  Securities  for at
least six months may,  subject to the  provisions  of Section 5.09, on behalf of
himself or herself and all others


                                       36

<PAGE>

similarly  situated,  petition any such court for the appointment of a successor
Trustee.  Such court may  thereupon,  after such notice,  if any, as it may deem
proper and prescribe, appoint a successor Trustee.

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

               (1) the Trustee  shall fail to comply with the  provisions of the
          last paragraph of Section 6.08 after written  request  therefor by the
          Company or by any  Securityholder who has been a bona fide holder of a
          Debt Security or Debt Securities for at least six months,

               (2) the Trustee shall cease to be eligible in accordance with the
          provisions  of  Section  6.08 and shall fail to resign  after  written
          request therefor by the Company or by any such Securityholder, or

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

then,  in any such  case,  the  Company  may remove the  Trustee  and  appoint a
successor Trustee by written instrument, in duplicate,  executed by order of the
Board of  Directors,  one copy of which  instrument  shall be  delivered  to the
Trustee so removed and one copy to the  successor  Trustee,  or,  subject to the
provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted appointment within 30 days of the occurrence of any of (1),(2)
or (3)  above,  any  Securityholder  who has been a bona  fide  holder of a Debt
Security or Debt Securities for at least six months may, on behalf of himself or
herself  and all others  similarly  situated,  petition  any court of  competent
jurisdiction  for the removal of the Trustee and the  appointment of a successor
Trustee.  Such court may  thereupon,  after such notice,  if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.

          (c) Upon prior  written  notice to the  Company and the  Trustee,  the
holders of a majority in aggregate  principal  amount of the Debt  Securities at
the time outstanding may at any time remove the Trustee and nominate a successor
Trustee,  which shall be deemed appointed as successor Trustee unless within ten
Business Days after such nomination the Company objects  thereto,  in which case
or in the case of a failure by such holders to nominate a successor Trustee, the
Trustee so  removed or any  Securityholder,  upon the terms and  conditions  and
otherwise as in subsection (a) of this Section 6.09  provided,  may petition any
court of competent jurisdiction for an appointment of a successor.

          (d) Any  resignation  or removal of the Trustee and  appointment  of a
successor  Trustee  pursuant to any of the provisions of this Section 6.09 shall
become  effective upon  acceptance of  appointment  by the successor  Trustee as
provided in Section 6.10.


                                       37

<PAGE>

     SECTION 6.10 Acceptance by Successor Trustee.
                  -------------------------------

     Any successor  Trustee appointed as provided in Section 6.09 shall execute,
acknowledge  and  deliver  to the  Company  and to its  predecessor  Trustee  an
instrument accepting such appointment  hereunder,  and thereupon the resignation
or removal of the retiring  Trustee shall become  effective  and such  successor
Trustee,  without any further act, deed or conveyance,  shall become vested with
all the  rights,  powers,  duties  and  obligations  with  respect  to the  Debt
Securities of its predecessor hereunder, with like effect as if originally named
as Trustee herein; but,  nevertheless,  on the written request of the Company or
of the successor Trustee,  the Trustee ceasing to act shall, upon payment of the
amounts  then due it pursuant to the  provisions  of Section  6.06,  execute and
deliver an instrument  transferring to such successor Trustee all the rights and
powers of the  Trustee so ceasing to act and shall  duly  assign,  transfer  and
deliver to such  successor  Trustee all property and money held by such retiring
Trustee hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments in writing for more fully and certainly  vesting
in and  confirming  to such  successor  Trustee all such rights and powers.  Any
Trustee ceasing to act shall,  nevertheless,  retain a lien upon all property or
funds  held or  collected  by such  Trustee to secure  any  amounts  then due it
pursuant to the provisions of Section 6.06.

     If a successor Trustee is appointed,  the Company, the retiring Trustee and
the successor Trustee shall execute and deliver an indenture supplemental hereto
which 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 Debt Securities as to which the  predecessor  Trustee is not
retiring shall continue to be vested in the predecessor  Trustee,  and 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 Trust hereunder by more than
one Trustee,  it being  understood  that nothing herein or in such  supplemental
indenture shall constitute such Trustees  co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts  hereunder  separate and
apart from any trust or trusts hereunder administered by any other such Trustee.

     No successor  Trustee shall accept  appointment as provided in this Section
6.10  unless at the time of such  acceptance  such  successor  Trustee  shall be
eligible under the provisions of Section 6.08.

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

     Upon  acceptance of appointment by a successor  Trustee as provided in this
Section 6.10,  the Company  shall mail notice of the  succession of such Trustee
hereunder  to the holders of Debt  Securities  at their  addresses as they shall
appear on the Debt Security  Register.  If the Company fails to mail such notice
within ten Business Days after the  acceptance of  appointment  by the successor
Trustee,  the  successor  Trustee  shall  cause such  notice to be mailed at the
expense of the Company.

     SECTION 6.11 Succession by Merger, etc.
                  --------------------------


                                       38

<PAGE>

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

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

     SECTION 6.12 Authenticating Agents.
                  ---------------------

     There may be one or more  Authenticating  Agents  appointed  by the Trustee
upon the request of the  Company  with power to act on its behalf and subject to
its direction in the  authentication and delivery of Debt Securities issued upon
exchange  or  registration  of  transfer  thereof  as fully to all  intents  and
purposes as though any such Authenticating  Agent had been expressly  authorized
to authenticate  and deliver Debt Securities;  provided,  that the Trustee shall
                                               --------
have no liability to the Company for any acts or omissions of the Authenticating
Agent with respect to the  authentication  and delivery of Debt Securities.  Any
such  Authenticating  Agent shall at all times be a  corporation  organized  and
doing  business under the laws of the United States or of any state or territory
thereof or of the  District  of  Columbia  authorized  under such laws to act as
Authenticating  Agent,  having  a  combined  capital  and  surplus  of at  least
$50,000,000  and being subject to supervision or examination by federal,  state,
territorial or District of Columbia  authority.  If such  corporation  publishes
reports of condition at least annually  pursuant to law or the  requirements  of
such authority,  then for the purposes of this Section 6.12 the combined capital
and surplus of such  corporation  shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.  If at
any time an  Authenticating  Agent shall cease to be eligible in accordance with
the  provisions of this Section,  it shall resign  immediately in the manner and
with the effect herein specified in this Section.

     Any  corporation  into  which  any  Authenticating  Agent  may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  consolidation or conversion to which any Authenticating  Agent
shall be a party, or any corporation  succeeding to all or substantially  all of
the corporate trust business of


                                       39

<PAGE>

any Authenticating  Agent, shall be the successor of such  Authenticating  Agent
hereunder,  if such  successor  corporation  is  otherwise  eligible  under this
Section 6.12 without the  execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation  to the  Trustee  and to the  Company.  The  Trustee may at any time
terminate  the  agency of any  Authenticating  Agent  with  respect  to the Debt
Securities by giving written notice of termination to such Authenticating  Agent
and to the Company.  Upon  receiving such a notice of resignation or upon such a
termination,  or in case at any time any Authenticating  Agent shall cease to be
eligible  under this Section 6.12,  the Trustee may, and upon the request of the
Company shall, promptly appoint a successor  Authenticating Agent eligible under
this Section 6.12,  shall give written notice of such appointment to the Company
and shall mail notice of such  appointment to all holders of Debt  Securities as
the names and addresses of such holders  appear on the Debt  Security  Register.
Any successor  Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights,  powers,  duties and responsibilities  with
respect to the Debt Securities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent herein.

     The  Company  agrees to pay to any  Authenticating  Agent from time to time
reasonable compensation for its services. Any Authenticating Agent shall have no
responsibility  or liability  for any action  taken by it as such in  accordance
with the directions of the Trustee.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

     SECTION 7.01 Action by Securityholders.
                  -------------------------

     Whenever in this  Indenture it is provided  that the holders of a specified
percentage in aggregate  principal  amount of the Debt  Securities  may take any
action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action),  the fact that at the time
of taking any such action the holders of such specified  percentage  have joined
therein may be evidenced (a) by any  instrument or any number of  instruments of
similar tenor  executed by such  Securityholders  in person or by agent or proxy
appointed in writing,  or (b) by the record of such  holders of Debt  Securities
voting in favor thereof at any meeting of such  Securityholders  duly called and
held in accordance  with the provisions of Article VIII, or (c) by a combination
of such  instrument or instruments and any such record of such a meeting of such
Securityholders or (d) by any other method the Trustee deems satisfactory.

     If the Company shall solicit from the Securityholders any request,  demand,
authorization,  direction, notice, consent, waiver or other action or revocation
of the same,  the Company  may,  at its option,  as  evidenced  by an  Officers'
Certificate,  fix in  advance  a


                                       40

<PAGE>

record date for such Debt Securities for the  determination  of  Securityholders
entitled  to  give  such  request,  demand,  authorization,  direction,  notice,
consent, waiver or other action or revocation of the same, but the Company shall
have no  obligation  to do so.  If such a record  date is fixed,  such  request,
demand,  authorization,  direction,  notice,  consent, waiver or other action or
revocation  of the same may be given before or after the record  date,  but only
the  Securityholders of record at the close of business on the record date shall
be  deemed  to be  Securityholders  for  the  purposes  of  determining  whether
Securityholders of the requisite  proportion of outstanding Debt Securities have
authorized  or agreed  or  consented  to such  request,  demand,  authorization,
direction,  notice,  consent,  waiver or other action or revocation of the same,
and for that purpose the outstanding Debt Securities shall be computed as of the
record date; provided, however, that no such authorization, agreement or consent
             --------  -------
by such  Securityholders  on the record date 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.

     SECTION 7.02 Proof of Execution by Securityholders.
                  -------------------------------------

     Subject to the  provisions of Sections  6.01,  6.02 and 8.05,  proof of the
execution of any instrument by a Securityholder or such  Securityholder's  agent
or proxy shall be sufficient if made in accordance  with such  reasonable  rules
and  regulations  as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Debt Securities shall be proved
by  the  Debt  Security  Register  or by a  certificate  of  the  Debt  Security
registrar.  The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.

     The record of any  Securityholders'  meeting  shall be proved in the manner
provided in Section 8.06.

     SECTION 7.03 Who Are Deemed Absolute Owners.
                  ------------------------------

     Prior to due presentment for registration of transfer of any Debt Security,
the Company,  the Trustee,  any  Authenticating  Agent,  any paying  agent,  any
transfer agent and any Debt Security registrar may deem the Person in whose name
such Debt Security  shall be registered  upon the Debt Security  Register to be,
and may treat such Person as, the absolute owner of such Debt Security  (whether
or not such Debt Security shall be overdue) for the purpose of receiving payment
of or on account of the principal of, premium, if any, and interest on such Debt
Security and for all other purposes; and neither the Company nor the Trustee nor
any  Authenticating  Agent nor any paying agent nor any  transfer  agent nor any
Debt Security  registrar  shall be affected by any notice to the  contrary.  All
such  payments  so made to any holder  for the time being or upon such  holder's
order shall be valid,  and, to the extent of the sum or sums so paid,  effectual
to satisfy and discharge  the  liability  for moneys  payable upon any such Debt
Security.

     SECTION 7.04 Debt Securities Owned by Company Deemed Not Outstanding.
                  -------------------------------------------------------


                                       41
<PAGE>

     In  determining  whether the holders of the requisite  aggregate  principal
amount of Debt  Securities  have concurred in any  direction,  consent or waiver
under this  Indenture,  Debt  Securities  which are owned by the  Company or any
other  obligor on the Debt  Securities  or by any Person  directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any other obligor on the Debt  Securities  shall be  disregarded  and
deemed  not  to be  outstanding  for  the  purpose  of any  such  determination;
provided,  that for the  purposes of  determining  whether the Trustee  shall be
--------
protected  in  relying  on any such  direction,  consent  or  waiver,  only Debt
Securities  which a  Responsible  Officer of the Trustee  actually  knows are so
owned shall be so disregarded.  Debt Securities so owned which have been pledged
in good faith may be regarded as  outstanding  for the  purposes of this Section
7.04 if the  pledgee  shall  establish  to the  satisfaction  of the Trustee the
pledgee's  right to vote such Debt  Securities  and that the  pledgee is not the
Company or any such other obligor or Person  directly or indirectly  controlling
or controlled by or under direct or indirect  common control with the Company or
any such other obligor.  In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full  protection to the
Trustee.

     SECTION 7.05 Revocation of Consents; Future Holders Bound.
                  --------------------------------------------

     At any time prior to (but not  after) the  evidencing  to the  Trustee,  as
provided  in Section  7.01,  of the  taking of any action by the  holders of the
percentage in aggregate  principal  amount of the Debt  Securities  specified in
this  Indenture in  connection  with such action,  any holder (in cases where no
record  date has been set  pursuant  to  Section  7.01) or any  holder  as of an
applicable  record date (in cases  where a record date has been set  pursuant to
Section  7.01) of a Debt  Security (or any Debt  Security  issued in whole or in
part in exchange or  substitution  therefor) the serial number of which is shown
by the evidence to be included in the Debt  Securities the holders of which have
consented to such action may, by filing  written  notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section
7.02,  revoke such action so far as concerns  such Debt  Security  (or so far as
concerns the principal  amount  represented by any exchanged or substituted Debt
Security).  Except as aforesaid  any such action taken by the holder of any Debt
Security  shall be  conclusive  and binding upon such holder and upon all future
holders and owners of such Debt  Security,  and of any Debt  Security  issued in
exchange or  substitution  therefor  or on  registration  of  transfer  thereof,
irrespective  of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

     SECTION 8.01 Purposes of Meetings.
                  --------------------

     A  meeting  of  Securityholders  may be called at any time and from time to
time  pursuant to the  provisions  of this Article VIII for any of the following
purposes:


                                       42

<PAGE>

          (a) to give any notice to the  Company or to the  Trustee,  or to give
any  directions  to the  Trustee,  or to consent to the  waiving of any  default
hereunder  and its  consequences,  or to take any other action  authorized to be
taken by Securityholders pursuant to any of the provisions of Article V;

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

          (c)  to  consent  to  the  execution  of an  indenture  or  indentures
supplemental hereto pursuant to the provisions of Section 9.02; or

          (d) to take any other action authorized to be taken by or on behalf of
the holders of any specified  aggregate principal amount of such Debt Securities
under any other provision of this Indenture or under applicable law.

     SECTION 8.02 Call of Meetings by Trustee.
                  ---------------------------

     The Trustee may at any time call a meeting of  Securityholders  to take any
action  specified in Section  8.01, to be held at such time and at such place in
New York or  Wilmington,  Delaware,  as the Trustee shall  determine.  Notice of
every  meeting of the  Securityholders,  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  mailed  to  holders  of Debt  Securities  affected  at their
addresses  as they shall  appear on the Debt  Securities  Register.  Such notice
shall be mailed  not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

     SECTION 8.03 Call of Meetings by Company or Securityholders.
                  ----------------------------------------------

     In case at any time the  Company  pursuant  to a Board  Resolution,  or the
holders of at least 10% in aggregate principal amount of the Debt Securities, as
the case may be, then  outstanding,  shall have  requested the Trustee to call a
meeting of  Securityholders,  by written  request  setting  forth in  reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have  mailed the  notice of such  meeting  within 20 days after  receipt of such
request, then the Company or such Securityholders may determine the time and the
place in Duval  County,  Florida for such  meeting and may call such  meeting to
take any  action  authorized  in Section  8.01,  by  mailing  notice  thereof as
provided in Section 8.02.

     SECTION 8.04 Qualifications for Voting.
                  -------------------------

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


                                       43

<PAGE>

     SECTION 8.05 Regulations.
                  -----------

     Notwithstanding  any other  provisions of this  Indenture,  the Trustee may
make such  reasonable  regulations  as it may deem  advisable for any meeting of
Securityholders, in regard to proof of the holding of Debt Securities and of the
appointment  of  proxies,  and  in  regard  to the  appointment  and  duties  of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of the right to vote,  and such other  matters  concerning  the
conduct of the meeting as it shall deem appropriate.

     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  Securityholders  as provided in Section  8.03,  in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary  chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote at the meeting.

     Subject to the  provisions  of Section  7.04, at any meeting each holder of
Debt  Securities  with  respect  to which  such  meeting  is being held or proxy
therefor shall be entitled to one vote for each $1,000  principal amount of Debt
Securities held or represented by such holder;  provided,  however, that no vote
                                                --------   -------
shall  be cast or  counted  at any  meeting  in  respect  of any  Debt  Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote other than
by virtue of Debt  Securities held by such chairman or instruments in writing as
aforesaid  duly  designating  such  chairman  as the Person to vote on behalf of
other  Securityholders.  Any meeting of Securityholders  duly called pursuant to
the  provisions of Section 8.02 or 8.03 may be adjourned  from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

     SECTION 8.06 Voting.
                  ------

     The vote upon any  resolution  submitted  to any meeting of holders of Debt
Securities  with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed  the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Debt Securities
held or represented by them. The permanent chairman of the meeting shall appoint
two  inspectors  of votes who shall  count all votes cast at the  meeting for or
against any  resolution  and who shall make and file with the  secretary  of the
meeting their  verified  written  reports in triplicate of all votes cast at the
meeting.   A  record  in  duplicate  of  the  proceedings  of  each  meeting  of
Securityholders  shall be  prepared  by the  secretary  of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge  of the facts  setting  forth a copy of the notice of the  meeting and
showing  that said  notice was mailed as provided  in Section  8.02.  The record
shall  show the  serial  numbers  of the Debt  Securities  voting in favor of or
against  any  resolution.  The  record  shall  be  signed  and  verified  by the
affidavits of the permanent chairman and secretary of the meeting and one of the


                                       44


<PAGE>

duplicates  shall be delivered to the Company and the other 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.

     SECTION 8.07 Quorum; Actions.
                  ---------------

     The Persons entitled to vote a majority in outstanding  principal amount of
the Debt Securities shall constitute a quorum for a meeting of  Securityholders;
provided,  however,  that if any  action  is to be  taken at such  meeting  with
--------   -------
respect to a consent, waiver, request, demand, notice, authorization,  direction
or other  action  which may be given by the holders of not less than a specified
percentage in outstanding  principal amount of the Debt Securities,  the Persons
holding or  representing  such  specified  percentage in  outstanding  principal
amount of the Debt  Securities  will  constitute  a quorum.  In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Securityholders, be dissolved. In any other
case the  meeting  may be  adjourned  for a period  of not less  than 10 days as
determined by the permanent  chairman of the meeting prior to the adjournment of
such meeting.  In the absence of a quorum at any such  adjourned  meeting,  such
adjourned meeting may be further adjourned for a period of not less than 10 days
as determined by the permanent  chairman of the meeting prior to the adjournment
of such adjourned  meeting.  Notice of the reconvening of any adjourned  meeting
shall be given as  provided  in Section  8.02,  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 outstanding
principal amount of the Debt Securities which shall constitute a quorum.

     Except as limited by the proviso in the first  paragraph  of Section  9.02,
any resolution  presented to a meeting or adjourned  meeting duly  reconvened at
which a quorum is present as aforesaid may be adopted by the affirmative vote of
the holders of not less than a majority in outstanding  principal  amount of the
Debt Securities;  provided,  however,  that, except as limited by the proviso in
                  --------   -------
the first paragraph of Section 9.02, any resolution with respect to any consent,
waiver, request, demand, notice,  authorization,  direction or other action that
this Indenture expressly provides may be given by the holders of not less than a
specified percentage in outstanding  principal amount of the Debt Securities may
be adopted at a meeting or an adjourned  meeting duly  reconvened and at which a
quorum is present as aforesaid  only by the  affirmative  vote of the holders of
not less than such specified  percentage in outstanding  principal amount of the
Debt Securities.

     Any  resolution  passed or decision taken at any meeting of holders of Debt
Securities duly held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the meeting.


                                       45

<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 Supplemental Indentures without Consent of Securityholders.
                  ----------------------------------------------------------

     The Company,  when  authorized by a Board  Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental hereto, without the consent of the Securityholders, for one or more
of the following purposes:

          (a) to evidence the succession of another  corporation to the Company,
or successive  successions,  and the assumption by the successor  corporation of
the covenants, agreements and obligations of the Company, pursuant to Article XI
hereof;

          (b) to add to the  covenants of the Company  such  further  covenants,
restrictions  or conditions for the protection of the holders of Debt Securities
as the Board of Directors shall consider to be for the protection of the holders
of such Debt  Securities,  and to make the  occurrence,  or the  occurrence  and
continuance,  of a default in any of such additional covenants,  restrictions or
conditions a default or an Event of Default permitting the enforcement of all or
any of the  several  remedies  provided in this  Indenture  as herein set forth;
provided, however, that in respect of any such additional covenant,  restriction
or condition such supplemental  indenture may provide for a particular period of
grace after default  (which period may be shorter or longer than that allowed in
the case of other  defaults)  or may provide for an immediate  enforcement  upon
such  default  or may limit the  remedies  available  to the  Trustee  upon such
default;

          (c) to cure any  ambiguity or to correct or  supplement  any provision
contained  herein or in any  supplemental  indenture  which may be  defective or
inconsistent  with any other provision  contained  herein or in any supplemental
indenture,  or to make such other  provisions  in regard to matters or questions
arising under this Indenture; provided, that any such action shall not adversely
                              --------
affect the interests of the holders of the Debt Securities;

          (d) to add to,  delete from,  or revise the terms of Debt  Securities,
including,  without  limitation,  any terms relating to the issuance,  exchange,
registration or transfer of Debt  Securities,  including to provide for transfer
procedures and  restrictions  substantially  similar to those  applicable to the
Capital  Securities,  as required by Section 2.05 (for purposes of assuring that
no registration of Debt Securities is required under the Securities Act of 1933,
as  amended);  provided,  that any such action  shall not  adversely  affect the
               --------
interests  of the  holders of the Debt  Securities  then  outstanding  (it being
understood,  for purposes of this proviso,  that transfer  restrictions  on Debt
Securities substantially similar to those applicable to Capital Securities shall
not be deemed to adversely affect the holders of the Debt Securities);

          (e)  to  evidence  and  provide  for  the  acceptance  of  appointment
hereunder by a successor  Trustee with respect to the Debt Securities and to add
to or


                                       46

<PAGE>

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;

          (f) to make any  change  (other  than as  elsewhere  provided  in this
paragraph) that does not adversely  affect the rights of any  Securityholder  in
any material respect; or

          (g) to provide for the  issuance of and  establish  the form and terms
and  conditions  of  the  Debt   Securities,   to  establish  the  form  of  any
certifications  required to be furnished pursuant to the terms of this Indenture
or the  Debt  Securities,  or to  add to the  rights  of  the  holders  of  Debt
Securities.

     The Trustee is hereby  authorized to join with the Company in the execution
of any such supplemental  indenture,  to make any further appropriate agreements
and  stipulations  which may be therein  contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated  to,  but may in its  discretion,  enter  into any  such  supplemental
indenture  which affects the Trustee's  own rights,  duties or immunities  under
this Indenture or otherwise.

     Any  supplemental  indenture  authorized by the  provisions of this Section
9.01 may be executed  by the Company and the Trustee  without the consent of the
holders of any of the Debt Securities at the time  outstanding,  notwithstanding
any of the provisions of Section 9.02.

     SECTION 9.02 Supplemental Indentures with Consent of Securityholders.
                  --------------------------------------------------------

     With the consent  (evidenced as provided in Section 7.01) of the holders of
not less than a majority in aggregate principal amount of the Debt Securities at
the time  outstanding  affected  by such  supplemental  indenture  (voting  as a
class), the Company, when authorized by a Board Resolution,  and the Trustee may
from  time  to time  and at any  time  enter  into an  indenture  or  indentures
supplemental  hereto  (which  shall  conform  to the  provisions  of  the  Trust
Indenture Act, then in effect,  applicable to indentures  qualified  thereunder)
for the  purpose  of adding  any  provisions  to or  changing  in any  manner or
eliminating  any of the  provisions  of this  Indenture  or of any  supplemental
indenture  or of  modifying  in any manner the rights of the holders of the Debt
Securities; provided, however, that no such supplemental indenture shall without
            --------  -------
such consent of the holders of each Debt Security then  outstanding and affected
thereby  (i)  extend  the fixed  maturity  of any Debt  Security,  or reduce the
principal  amount thereof or any premium  thereon,  or reduce the rate or extend
the time of  payment  of  interest  thereon,  or reduce  any  amount  payable on
redemption  thereof or make the  principal  thereof or any  interest  or premium
thereon  payable in any coin or  currency  other than that  provided in the Debt
Securities,  or impair or affect the right of any  Securityholder  to  institute
suit for payment thereof or impair the right of repayment, if any, at the option
of the holder,  or (ii) reduce the aforesaid  percentage of Debt  Securities the
holders of which are required to consent to any such supplemental indenture; and
provided,  further,  that if the  Debt  Securities  are  held by the  Trust or a
--------   -------
trustee of such trust, such supplemental  indenture shall not be


                                       47

<PAGE>

effective until the holders of a majority in liquidation preference of the Trust
Securities  shall  have  consented  to such  supplemental  indenture;  provided,
                                                                       --------
further,  that if the consent of the  Securityholder  of each  outstanding  Debt
-------
Security is required,  such supplemental  indenture shall not be effective until
each holder of the Trust  Securities  shall have consented to such  supplemental
indenture.

     Upon  the  request  of  the  Company  accompanied  by  a  Board  Resolution
authorizing  the  execution  of any such  supplemental  indenture,  and upon the
filing  with the  Trustee  of  evidence  of the  consent of  Securityholders  as
aforesaid,  the  Trustee  shall join with the Company in the  execution  of such
supplemental  indenture unless such supplemental indenture affects the Trustee's
own rights,  duties or immunities  under this  Indenture or otherwise,  in which
case the Trustee may in its  discretion,  but shall not be  obligated  to, enter
into such supplemental indenture.

     Promptly  after  the  execution  by the  Company  and  the  Trustee  of any
supplemental  indenture pursuant to the provisions of this Section,  the Trustee
shall transmit by mail, first class postage prepaid,  a notice,  prepared by the
Company,  setting  forth in general  terms the  substance  of such  supplemental
indenture,  to the  Securityholders as their names and addresses appear upon the
Debt Security  Register.  Any failure of the Trustee to mail such notice, or any
defect therein,  shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders under this
Section  9.02  to  approve  the  particular  form of any  proposed  supplemental
indenture,  but it  shall  be  sufficient  if such  consent  shall  approve  the
substance thereof.

     SECTION 9.03 Effect of Supplemental Indentures.
                  ---------------------------------

     Upon the execution of any supplemental indenture pursuant to the provisions
of this  Article IX, this  Indenture  shall be and be deemed to be modified  and
amended in  accordance  therewith  and the  respective  rights,  limitations  of
rights, obligations,  duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debt Securities  shall  thereafter be determined,
exercised and enforced  hereunder subject in all respects to such  modifications
and  amendments  and all the  terms  and  conditions  of any  such  supplemental
indenture  shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     SECTION 9.04 Notation on Debt Securities.
                  ---------------------------

     Debt  Securities  authenticated  and  delivered  after the execution of any
supplemental  indenture pursuant to the provisions of this Article IX may bear a
notation as to any matter provided for in such  supplemental  indenture.  If the
Company or the Trustee shall so determine, new Debt Securities so modified as to
conform,  in the  opinion  of the  Board of  Directors  of the  Company,  to any
modification of this Indenture contained in any such supplemental  indenture may
be prepared  and executed by the  Company,  authenticated  by the Trustee or the
Authenticating  Agent and  delivered  in exchange for the Debt  Securities  then
outstanding.


                                       48

<PAGE>

     SECTION  9.05  Evidence  of  Compliance  of  Supplemental  Indenture  to be
                    ------------------------------------------------------------
Furnished to Trustee.
--------------------

     The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in
addition  to the  documents  required  by Section  14.06,  receive an  Officers'
Certificate  and  an  Opinion  of  Counsel  as  conclusive   evidence  that  any
supplemental  indenture  executed pursuant hereto complies with the requirements
of this  Article  IX.  The  Trustee  shall  receive  an  Opinion  of  Counsel as
conclusive  evidence that any supplemental  indenture  executed pursuant to this
Article IX is  authorized  or  permitted  by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee  under the  provisions  of this
Article IX to join in the execution thereof.

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

     SECTION 10.01 Optional Redemption.
                   -------------------

     At any time the Company shall have the right, subject to the receipt by the
Company of prior  approval  from the Federal  Reserve,  if then  required  under
applicable capital guidelines or policies of the Federal Reserve,  to redeem the
Debt Securities,  in whole or in part, on any April 22 or October 22 on or after
April 22, 2007 (the "Redemption Date"), at the Redemption Price.

     SECTION 10.02 Special Event Redemption.
                   ------------------------

     If a Special  Event shall occur and be  continuing,  the Company shall have
the right,  subject to the  receipt by the  Company of prior  approval  from the
Federal Reserve if then required under applicable capital guidelines or policies
of the Federal Reserve, to redeem the Debt Securities, in whole but not in part,
at any time within 90 days  following the  occurrence of such Special Event (the
"Special Redemption Date"), at the Special Redemption Price.

     SECTION 10.03 Notice of Redemption; Selection of Debt Securities.
                   --------------------------------------------------

     In case the Company  shall  desire to exercise the right to redeem all, or,
as the case may be,  any part of the Debt  Securities,  it shall  fix a date for
redemption  and shall mail a notice of such  redemption at least 30 and not more
than 60 days  prior to the date  fixed for  redemption  to the  holders  of Debt
Securities  so to be redeemed as a whole or in part at their last  addresses  as
the same appear on the Debt  Security  Register.  Such mailing shall be by first
class  mail.  The  notice if  mailed  in the  manner  herein  provided  shall be
conclusively  presumed  to have  been  duly  given,  whether  or not the  holder
receives  such notice.  In any case,  failure to give such notice by mail or any
defect  in the  notice  to  the  holder  of any  Debt  Security  designated  for
redemption  as a  whole  or in  part  shall  not  affect  the  validity  of  the
proceedings for the redemption of any other Debt Security.

     Each such notice of redemption  shall specify the CUSIP number,  if any, of
the  Debt  Securities  to be  redeemed,  the  date  fixed  for  redemption,  the
redemption  price at


                                       49


<PAGE>

which  Debt  Securities  are to be  redeemed,  the place or
places of payment,  that payment will be made upon presentation and surrender of
such Debt  Securities,  that interest  accrued to the date fixed for  redemption
will be paid as  specified  in said  notice,  and that on and  after  said  date
interest thereon or on the portions thereof to be redeemed will cease to accrue.
If less than all the Debt Securities are to be redeemed the notice of redemption
shall  specify the numbers of the Debt  Securities  to be redeemed.  In case the
Debt Securities are to be redeemed in part only, the notice of redemption  shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for  redemption,  upon  surrender  of such Debt
Security,  a new Debt Security or Debt  Securities in principal  amount equal to
the unredeemed portion thereof will be issued.

     Prior to  10:00  a.m.  New York  City  time on the  Redemption  Date or the
Special  Redemption Date specified in the notice of redemption given as provided
in this  Section,  the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the redemption date all
the Debt  Securities  so called for  redemption  at the  appropriate  redemption
price, together with accrued interest to the date fixed for redemption.

     The Company will give the Trustee  notice not less than 45 nor more than 60
days prior to the redemption  date as to the redemption  price at which the Debt
Securities  are to be  redeemed  and  the  aggregate  principal  amount  of Debt
Securities to be redeemed and the Trustee shall select, in such manner as in its
sole  discretion  it shall deem  appropriate  and fair,  the Debt  Securities or
portions thereof (in integral multiples of $1,000) to be redeemed.

     SECTION 10.04 Payment of Debt Securities Called for Redemption.
                   ------------------------------------------------

     If notice of redemption  has been given as provided in Section  10.03,  the
Debt Securities or portions of Debt Securities with respect to which such notice
has been given  shall  become  due and  payable  on the  Redemption  Date or the
Special  Redemption  Date (as the case may be) and at the place or places stated
in such  notice at the  applicable  redemption  price,  together  with  interest
accrued to the date fixed for redemption,  and on and after said Redemption Date
or the Special  Redemption Date (unless the Company shall default in the payment
of such Debt Securities at the redemption price,  together with interest accrued
to said date) interest on the Debt  Securities or portions of Debt Securities so
called for redemption  shall cease to accrue.  On presentation  and surrender of
such Debt Securities at a place of payment  specified in said notice,  such Debt
Securities or the specified  portions  thereof shall be paid and redeemed by the
Company at the  applicable  redemption  price,  together with  interest  accrued
thereon to the Redemption  Date or the Special  Redemption Date (as the case may
be).

     Upon  presentation of any Debt Security  redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for delivery
to the holder  thereof,  at the expense of the Company,  a new Debt  Security or
Debt  Securities of authorized  denominations  in principal  amount equal to the
unredeemed portion of the Debt Security so presented.


                                       50

<PAGE>

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

     SECTION 11.01 Company May Consolidate, etc., on Certain Terms.
                   -----------------------------------------------

     Nothing contained in this Indenture or in the Debt Securities shall prevent
any consolidation or merger of the Company with or into any other corporation or
corporations  (whether  or  not  affiliated  with  the  Company)  or  successive
consolidations  or mergers in which the Company or its  successor or  successors
shall be a party or parties, or shall prevent any sale, conveyance,  transfer or
other  disposition  of the  property  or  capital  stock of the  Company  or its
successor or successors as an entirety,  or substantially as an entirety, to any
other corporation  (whether or not affiliated with the Company, or its successor
or successors)  authorized to acquire and operate the same;  provided,  however,
                                                             --------   -------
that the Company hereby covenants and agrees that, upon any such  consolidation,
merger (where the Company is not the surviving  corporation),  sale, conveyance,
transfer or other disposition,  the due and punctual payment of the principal of
(and premium,  if any) and interest on all of the Debt  Securities in accordance
with their terms, according to their tenor, and the due and punctual performance
and  observance of all the covenants and conditions of this Indenture to be kept
or  performed  by the  Company,  shall  be  expressly  assumed  by  supplemental
indenture reasonably  satisfactory in form to the Trustee executed and delivered
to the  Trustee by the entity  formed by such  consolidation,  or into which the
Company shall have been merged,  or by the entity which shall have acquired such
property or capital stock.

     SECTION 11.02 Successor Entity to be Substituted.
                   ----------------------------------

     In case of any such consolidation,  merger, sale,  conveyance,  transfer or
other   disposition  and  upon  the  assumption  by  the  successor  entity,  by
supplemental  indenture,  executed and  delivered to the Trustee and  reasonably
satisfactory  in form to the  Trustee,  of the due and  punctual  payment of the
principal of and premium, if any, and interest on all of the Debt Securities and
the due and punctual  performance  and  observance  of all of the  covenants and
conditions  of this  Indenture to be performed or observed by the Company,  such
successor  entity shall succeed to and be substituted for the Company,  with the
same effect as if it had been named herein as the  Company,  and  thereupon  the
predecessor  entity  shall be relieved of any further  liability  or  obligation
hereunder or upon the Debt Securities. Such successor entity thereupon may cause
to be  signed,  and  may  issue  either  in its own  name or in the  name of the
Company,  any or all of the Debt Securities issuable hereunder which theretofore
shall not have been signed by the Company  and  delivered  to the Trustee or the
Authenticating  Agent;  and, upon the order of such successor  entity instead of
the Company and subject to all the terms,  conditions  and  limitations  in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and  deliver any Debt  Securities  which  previously  shall have been signed and
delivered by the officers of the Company,  to the Trustee or the  Authenticating
Agent for  authentication,  and any Debt Securities  which such successor entity
thereafter  shall  cause  to be  signed  and  delivered  to the  Trustee  or the
Authenticating  Agent for that purpose.  All the Debt Securities so issued shall
in all respects have the same legal rank and benefit


                                       51

<PAGE>

under this Indenture as the Debt Securities  theretofore or thereafter issued in
accordance  with  the  terms  of this  Indenture  as  though  all of  such  Debt
Securities had been issued at the date of the execution hereof.

     SECTION 11.03 Opinion of Counsel to be Given to Trustee.
                   -----------------------------------------

     The Trustee,  subject to the  provisions of Sections  6.01 and 6.02,  shall
receive,  in  addition to the Opinion of Counsel  required by Section  9.05,  an
Opinion of Counsel as conclusive evidence that any consolidation,  merger, sale,
conveyance,  transfer or other  disposition,  and any  assumption,  permitted or
required by the terms of this Article XI complies  with the  provisions  of this
Article XI.

                                   ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

     SECTION 12.01 Discharge of Indenture.
                   ----------------------

     When (a) the Company shall deliver to the Trustee for cancellation all Debt
Securities theretofore authenticated (other than any Debt Securities which shall
have been  destroyed,  lost or stolen and which shall have been replaced or paid
as provided in Section 2.06) and not theretofore  canceled,  or (b) all the Debt
Securities not theretofore canceled or delivered to the Trustee for cancellation
shall  have  become  due and  payable,  or are by their  terms to become due and
payable within one year or are to be called for redemption within one year under
arrangements satisfactory to the Trustee for the giving of notice of redemption,
and the Company shall deposit with the Trustee,  in trust, funds, which shall be
immediately  due and payable,  sufficient to pay at maturity or upon  redemption
all of the Debt Securities (other than any Debt Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section  2.06) not  theretofore  canceled  or  delivered  to the  Trustee for
cancellation,  including  principal and premium,  if any, and interest due or to
become due to such date of maturity or redemption  date, as the case may be, but
excluding,  however,  the amount of any moneys for the payment of principal  of,
and premium,  if any, or interest on the Debt Securities (1) theretofore  repaid
to the Company in accordance  with the provisions of Section 12.04,  or (2) paid
to any state or to the District of Columbia  pursuant to its unclaimed  property
or  similar  laws,  and if in the case of either  clause  (a) or clause  (b) the
Company  shall also pay or cause to be paid all other sums payable  hereunder by
the Company,  then this Indenture shall cease to be of further effect except for
the provisions of Sections 2.05,  2.06,  3.01,  3.02, 3.04, 6.06, 6.09 and 12.04
hereof,  which shall  survive  until such Debt  Securities  shall  mature or are
redeemed, as the case may be, and are paid. Thereafter,  Sections 6.06, 6.09 and
12.04 shall survive, and the Trustee, on demand of the Company accompanied by an
Officers'  Certificate  and  an  Opinion  of  Counsel,  each  stating  that  all
conditions  precedent  herein  provided  for  relating to the  satisfaction  and
discharge of this Indenture have been complied with, and at the cost and expense
of the Company, shall execute proper instruments  acknowledging  satisfaction of
and  discharging  this  Indenture,  the  Company,  however,  hereby  agreeing to
reimburse  the


                                       52

<PAGE>

Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Debt Securities.

     SECTION 12.02 Deposited Moneys to be Held in Trust by Trustee.
                   -----------------------------------------------

     Subject to the provisions of Section 12.04,  all moneys  deposited with the
Trustee  pursuant  to Section  12.01 shall be held in trust and applied by it to
the payment,  either directly or through any paying agent (including the Company
if acting as its own  paying  agent),  to the  holders  of the  particular  Debt
Securities  for the payment of which such moneys  have been  deposited  with the
Trustee,  of all sums due and to become due thereon for principal,  and premium,
if any, and interest.

     SECTION 12.03 Paying Agent to Repay Moneys Held.
                   ---------------------------------

     Upon the satisfaction and discharge of this Indenture, all moneys then held
by any paying agent of the Debt Securities  (other than the Trustee) shall, upon
demand of the  Company,  be repaid to the  Company or paid to the  Trustee,  and
thereupon  such paying agent shall be released from all further  liability  with
respect to such moneys.

     SECTION 12.04 Return of Unclaimed Moneys.
                   --------------------------

     Any moneys  deposited  with or paid to the Trustee or any paying  agent for
payment of the principal of, and premium, if any, or interest on Debt Securities
and not applied but remaining  unclaimed by the holders of Debt  Securities  for
two years after the date upon which the  principal  of, and premium,  if any, or
interest on such Debt Securities,  as the case may be, shall have become due and
payable,  shall be repaid to the Company by the Trustee or such paying  agent on
written demand;  and the holder of any of the Debt Securities  shall  thereafter
look only to the Company  for any  payment  which such holder may be entitled to
collect and all  liability  of the Trustee or such paying  agent with respect to
such moneys shall thereupon cease.

                                  ARTICLE XIII

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

     SECTION 13.01 Indenture and Debt Securities Solely Corporate Obligations.
                   ----------------------------------------------------------

     No recourse  for the  payment of the  principal  of or premium,  if any, or
interest on any Debt  Security,  or for any claim based  thereon or otherwise in
respect  thereof,  and no  recourse  under or upon any  obligation,  covenant or
agreement of the Company in this Indenture or in any supplemental  indenture, or
in any such Debt  Security,  or  because  of the  creation  of any  indebtedness
represented  thereby,  shall  be  had  against  any  incorporator,  stockholder,
officer,  director,  employee or agent, as such, past, present or future, of the
Company or of any  predecessor or successor  corporation of the Company,  either
directly or through the Company or any  successor  corporation  of the  Company,
whether  by  virtue  of any  constitution,  statute  or rule  of law,  or by the
enforcement  of any


                                       53

<PAGE>

assessment or penalty or otherwise;  it being expressly understood that all such
liability is hereby  expressly  waived and released as a condition  of, and as a
consideration  for, the  execution of this  Indenture  and the issue of the Debt
Securities.

                                   ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

     SECTION 14.01 Successors.
                   ----------

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

     SECTION 14.02 Official Acts by Successor Entity.
                   ---------------------------------

     Any act or  proceeding  by any  provision of this  Indenture  authorized or
required  to be done or  performed  by any  board,  committee  or officer of the
Company  shall and may be done and  performed  with like force and effect by the
like board,  committee,  officer or other  authorized  Person of any entity that
shall at the time be the lawful successor of the Company.

     SECTION 14.03 Surrender of Company Powers.
                   ---------------------------

     The  Company  by  instrument  in  writing  executed  by  authority  of  2/3
(two-thirds)  of its  Board  of  Directors  and  delivered  to the  Trustee  may
surrender any of the powers  reserved to the Company and thereupon such power so
surrendered  shall  terminate  both as to the  Company  and as to any  permitted
successor.

     SECTION 14.04 Addresses for Notices, etc.
                   --------------------------

     Any notice or demand which by any  provision of this  Indenture is required
or permitted to be given or served by the Trustee or by the  Securityholders  on
the Company may be given or served in writing by being deposited postage prepaid
by  registered or certified  mail in a post office  letter box addressed  (until
another  address is filed by the Company  with the Trustee for such  purpose) to
the Company at:

          5210 Belfort Road, Suite 310
          Jacksonville, FL 32256
          Attention: T. Edwin Stinson, Jr., Chief Financial Officer

     Any  notice,  direction,  request  or demand by any  Securityholder  or the
Company to or upon the Trustee shall be deemed to have been  sufficiently  given
or made,  for all  purposes,  if  given  or made in  writing  at the  office  of
Wilmington Trust Company at:

          Rodney Square North
          1100 North Market Street
          Wilmington, Delaware 19890


                                       54

<PAGE>

          Attention: Corporate Trust Administration

     SECTION 14.05 Governing Law.
                   -------------

     This Indenture and each Debt Security shall be deemed to be a contract made
under the law of the State of New York,  and for all purposes  shall be governed
by and construed in  accordance  with the law of said State,  without  regard to
conflict of laws principles thereof.

     SECTION 14.06 Evidence of Compliance with Conditions Precedent.
                   ------------------------------------------------

     Upon any  application  or demand by the  Company to the Trustee to take any
action under any of the provisions of this Indenture,  the Company shall furnish
to the  Trustee an  Officers'  Certificate  stating  that in the  opinion of the
signers  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  have been  complied  with  (except that no such Opinion of Counsel is
required to be furnished to the Trustee in  connection  with the  authentication
and issuance of Debt Securities issued on the date of this Indenture).

     Each certificate or opinion provided for in this Indenture and delivered to
the Trustee with respect to compliance with a condition or covenant provided for
in this Indenture (except certificates delivered pursuant to Section 3.05) shall
include (a) a statement  that the person making such  certificate or opinion has
read such  covenant or  condition;  (b) a brief  statement  as to the nature and
scope of the examination or investigation  upon which the statements or opinions
contained in such certificate or opinion are based; (c) a statement that, in the
opinion of such person,  he or she has made such examination or investigation as
is necessary  to enable him or her to express an informed  opinion as to whether
or not such covenant or condition has been complied with; and (d) a statement as
to whether or not, in the opinion of such person, such condition or covenant has
been complied with.

     SECTION 14.07 Non-Business Days.
                   -----------------

     In any case where the date of payment of  interest on or  principal  of the
Debt  Securities  is not a Business  Day,  the  payment of such  interest  on or
principal of the Debt  Securities  need not be made on such date but may be made
on the next  succeeding  Business Day, with the same force and effect as if made
on the date of payment  and no  interest  shall  accrue for the period  from and
after such date, except if such Business Day is in the next succeeding  calendar
year, such payment will be made on the immediately preceding Business Day.

     SECTION 14.08 Table of Contents, Headings, etc.
                   --------------------------------

     The table of  contents  and the titles and  headings  of the  articles  and
sections of this Indenture have been inserted for convenience of reference only,
are not to be  considered a part hereof,  and shall in no way modify or restrict
any of the terms or provisions hereof.


                                       55

<PAGE>

     SECTION 14.09 Execution in Counterparts.
                   -------------------------

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

     SECTION 14.10 Separability.
                   ------------

     In case any one or more of the provisions contained in this Indenture or in
the Debt  Securities  shall for any  reason be held to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall  not  affect  any  other  provisions  of this  Indenture  or of such  Debt
Securities, but this Indenture and such Debt Securities shall be construed as if
such  invalid or illegal or  unenforceable  provision  had never been  contained
herein or therein.

     SECTION 14.11 Assignment.
                   ----------

     Subject to  Article  11,  the  Company  will have the right at all times to
assign any of its rights or  obligations  under  this  Indenture  to a direct or
indirect wholly owned Subsidiary of the Company, provided, that, in the event of
any such  assignment,  the Company will remain liable for all such  obligations.
Subject to the  foregoing,  this  Indenture  is  binding  upon and inures to the
benefit of the parties hereto and their respective  successors and assigns. This
Indenture may not otherwise be assigned by the parties thereto.

     SECTION 14.12 Acknowledgment of Rights.
                   ------------------------

     The Company  acknowledges that, with respect to any Debt Securities held by
the  Trust or the  Institutional  Trustee  of the  Trust,  if the  Institutional
Trustee of the Trust fails to enforce  its rights  under this  Indenture  as the
holder of Debt Securities held as the assets of the Trust after the holders of a
majority in  Liquidation  Amount of the Capital  Securities of the Trust have so
directed  in  writing  such  Institutional  Trustee,  a holder of record of such
Capital  Securities may to the fullest extent  permitted by law institute  legal
proceedings directly against the Company to enforce such Institutional Trustee's
rights under this  Indenture  without first  instituting  any legal  proceedings
against such  Institutional  Trustee or any other  Person.  Notwithstanding  the
foregoing,  if an Event of Default has occurred and is continuing and such event
is  attributable  to the failure of the Company to pay interest (or premium,  if
any) or principal on the Debt  Securities on the date such interest (or premium,
if any) or principal is otherwise due and payable (or in the case of redemption,
on the redemption  date),  the Company  acknowledges  that a holder of record of
Capital  Securities of the Trust may directly institute a proceeding against the
Company for  enforcement of payment to such holder  directly of the principal of
(or  premium,  if any) or interest on the Debt  Securities  having an  aggregate
principal  amount  equal to the  aggregate  Liquidation  Amount  of the  Capital
Securities of such holder on or after the  respective  due date specified in the
Debt Securities.


                                       56

<PAGE>

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

     SECTION 15.01 Agreement to Subordinate.
                   ------------------------

     The Company covenants and agrees, and each holder of Debt Securities issued
hereunder and under any supplemental indenture (the "Additional  Provisions") by
such Securityholder's acceptance thereof likewise covenants and agrees, that all
Debt  Securities  shall be issued  subject to the provisions of this Article XV;
and each holder of a Debt 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, and premium,  if any, and
interest  on all Debt  Securities  issued  hereunder  and under  any  Additional
Provisions  shall,  to the extent and in the manner  hereinafter  set forth,  be
subordinated  and junior in right of payment to the prior payment in full of all
Senior  Indebtedness  of the Company,  whether  outstanding  at the date of this
Indenture or thereafter incurred.

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

     SECTION 15.02 Default on 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  payment due on any
Senior  Indebtedness of the Company following any applicable grace period, or in
the event that the maturity of any Senior  Indebtedness  of the Company has been
accelerated  because of a default,  and such acceleration has not been rescinded
or canceled  and such  Senior  Indebtedness  has not been paid in full then,  in
either  case,  no  payment  shall be made by the  Company  with  respect  to the
principal of, or premium, if any, or interest on the Debt Securities.

     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 15.02,  such payment shall,  subject to Section 15.06,
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior  Indebtedness or their respective  representatives,  or to the
trustee or  trustees  under any  indenture  pursuant to which any of such Senior
Indebtedness may have been issued, as their respective interests may appear, but
only to the  extent  that the  holders  of the  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 the Senior
Indebtedness and only the amounts  specified in such notice to the Trustee shall
be paid to the holders of Senior Indebtedness.


                                       57

<PAGE>

     SECTION 15.03 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  or winding-up or  liquidation  or  reorganization  of the
Company,  whether  voluntary  or  involuntary  or  in  bankruptcy,   insolvency,
receivership or other proceedings,  all amounts due upon all Senior Indebtedness
of the Company 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  (and  premium,  if  any)  or  interest  on the  Debt
Securities;  and upon any such  dissolution  or  winding-up  or  liquidation  or
reorganization,  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  Securityholders  or the Trustee would be entitled to receive from the
Company,  except for the  provisions  of this  Article XV,  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  Securityholders
or by the Trustee  under this  Indenture if received by them or it,  directly to
the holders of Senior  Indebtedness  of the Company (pro rata to such holders on
the basis of the respective amounts of 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 Senior  Indebtedness  may have been issued,  as their respective
interests may appear, to the extent necessary to pay such 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 Senior  Indebtedness,  before any
payment or distribution is made to the Securityholders.

     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 Senior  Indebtedness  of the  Company  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  Senior  Indebtedness  or their
representative  or  representatives,  or to the  trustee or  trustees  under any
indenture pursuant to which any instruments  evidencing such Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Company,  for  application to the payment of all Senior  Indebtedness of the
Company remaining unpaid to the extent necessary to pay such 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
Senior Indebtedness.

     For purposes of this Article XV, 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 XV with respect to
the Debt  Securities to the payment of all Senior  Indebtedness  of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
                                     --------
is  assumed  by  the  new   corporation,   if  any,   resulting


                                       58

<PAGE>

from any such reorganization or readjustment,  and (b) the rights of the holders
of such  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  corporation or the liquidation
or  dissolution  of the  Company  following  the  conveyance  or transfer of its
property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article IX of this Indenture shall
not be deemed a dissolution,  winding-up,  liquidation or reorganization for the
purposes of this Section  15.03 if such other  corporation  shall,  as a part of
such consolidation,  merger,  conveyance or transfer, comply with the conditions
stated in Article  IX of this  Indenture.  Nothing  in Section  15.02 or in this
Section  15.03 shall apply to claims of, or  payments  to, the Trustee  under or
pursuant to Section 6.06 of this Indenture.

     SECTION 15.04 Subrogation.
                   -----------

     Subject to the payment in full of all Senior  Indebtedness  of the Company,
the  Securityholders  shall be  subrogated  to the rights of the holders of such
Senior  Indebtedness to receive payments or  distributions of cash,  property or
securities  of the  Company  applicable  to such Senior  Indebtedness  until the
principal of (and premium,  if any) and interest on the Debt Securities shall be
paid in  full;  and,  for the  purposes  of such  subrogation,  no  payments  or
distributions to the holders of such Senior  Indebtedness of any cash,  property
or  securities  to which the  Securityholders  or the Trustee  would be entitled
except for the  provisions  of this Article XV, and no payment over  pursuant to
the  provisions  of this Article XV to or for the benefit of the holders of such
Senior  Indebtedness by  Securityholders  or the Trustee,  shall, as between the
Company, its creditors other than holders of Senior Indebtedness of the Company,
and the holders of the Debt Securities be deemed to be a payment or distribution
by the Company to or on account of such Senior  Indebtedness.  It is  understood
that the  provisions  of this  Article  XV are and are  intended  solely for the
purposes of defining the relative rights of the holders of the Debt  Securities,
on the one hand, and the holders of such Senior Indebtedness, on the other hand.

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


                                       59

<PAGE>

     Upon any payment or  distribution  of assets of the Company  referred to in
this Article XV, the Trustee,  subject to the  provisions  of Article VI of this
Indenture,  and the Securityholders  shall be entitled to conclusively rely upon
any order or decree made by any court of  competent  jurisdiction  in which such
dissolution,  winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver,  trustee in bankruptcy,  liquidation  trustee,
agent or other  Person  making such  payment or  distribution,  delivered to the
Trustee or to the Securityholders,  for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior Indebtedness
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 XV.

     SECTION 15.05 Trustee to Effectuate Subordination.
                   -----------------------------------

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

     SECTION 15.06 Notice by the Company.
                   ---------------------

     The Company shall give prompt  written  notice to a Responsible  Officer of
the  Trustee  at the  Principal  Office of the  Trustee of any fact known to the
Company  that would  prohibit  the making of any  payment of moneys to or by the
Trustee in respect of the Debt  Securities  pursuant to the  provisions  of this
Article  XV.  Notwithstanding  the  provisions  of this  Article XV 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 moneys to or by the  Trustee  in  respect of the Debt
Securities  pursuant to the  provisions  of this Article XV,  unless and until a
Responsible  Officer of the Trustee at the Principal Office of the Trustee shall
have received  written notice thereof from the Company or a holder or holders of
Senior Indebtedness or from any trustee therefor;  and before the receipt of any
such written  notice,  the Trustee,  subject to the  provisions of Article VI 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  15.06 at least two Business Days prior to the date
upon  which by the terms  hereof any money may become  payable  for any  purpose
(including,  without limitation, the payment of the principal of (or premium, if
any) or interest on any Debt Security),  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 VI of this  Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by  a  Person  representing  himself  or  herself  to  be  a  holder  of  Senior
Indebtedness  of the Company (or a trustee or  representative  on behalf of such
holder) to establish  that such notice has been


                                       60
<PAGE>

given by a holder of such Senior  Indebtedness or a trustee or representative 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 Senior  Indebtedness to participate in any payment or
distribution pursuant to this Article XV, the Trustee may request such Person to
furnish evidence to the reasonable  satisfaction of the Trustee as to the amount
of such 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  XV,  and, if such
evidence  is not  furnished,  the  Trustee  may defer any payment to such Person
pending  judicial  determination  as to the right of such Person to receive such
payment.

     SECTION 15.07 Rights of the Trustee; Holders of Senior Indebtedness.
                   -----------------------------------------------------

     The Trustee in its individual  capacity shall be entitled to all the rights
set forth in this Article XV in respect of any Senior  Indebtedness  at any time
held by it, to the same extent as any other holder of 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 Senior  Indebtedness  of the  Company,  the
Trustee  undertakes  to  perform or to observe  only such of its  covenants  and
obligations  as are  specifically  set forth in this  Article XV, and no implied
covenants or obligations with respect to the holders of such Senior Indebtedness
shall be read into this  Indenture  or any  Additional  Provisions  against  the
Trustee. The Trustee shall not owe or be deemed to owe any fiduciary duty to the
holders of such Senior Indebtedness and, subject to the provisions of Article VI
of this Indenture,  the Trustee shall not be liable to any holder of such Senior
Indebtedness if it shall pay over or deliver to Securityholders,  the Company or
any other Person money or assets to which any holder of such Senior Indebtedness
shall be entitled by virtue of this Article XV or otherwise.

     Nothing in this  Article XV shall apply to claims of, or  payments  to, the
Trustee under or pursuant to Section 6.06.

     SECTION 15.08 Subordination May Not Be Impaired.
                   ---------------------------------

     No right of any present or future holder of any Senior  Indebtedness of the
Company 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 Senior  Indebtedness of the Company may, at any time and from time to
time,  without the  consent of or notice to the Trustee or the  Securityholders,
without incurring responsibility to the Securityholders and without impairing or
releasing  the  subordination  provided  in this  Article XV or the  obligations
hereunder  of the holders of the Debt


                                       61

<PAGE>

Securities to the holders of such Senior Indebtedness, do any one or more of the
following:  (a) change the manner,  place or terms of payment or extend the time
of payment of, or renew or alter, such Senior  Indebtedness,  or otherwise amend
or  supplement  in  any  manner  such  Senior  Indebtedness  or  any  instrument
evidencing  the same or any agreement  under which such Senior  Indebtedness  is
outstanding;  (b) sell,  exchange,  release or otherwise  deal with any property
pledged,  mortgaged or otherwise securing such Senior Indebtedness;  (c) release
any Person liable in any manner for the collection of such Senior  Indebtedness;
and (d) exercise or refrain from exercising any rights against the Company,  and
any other Person.

     Wilmington  Trust Company,  in its capacity as Trustee,  hereby accepts the
trusts in this  Indenture  declared and provided,  upon the terms and conditions
herein above set forth.


                                       62

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed by their respective officers thereunto duly authorized,  as of the
day and year first above written.

                                    FLORIDA BANKS, INC.


                                    By /s/ Charles E. Hughes, Jr.
                                       ----------------------------------------
                                        Name:  Charles E. Hughes, Jr.
                                        Title: President and CEO


                                    WILMINGTON TRUST COMPANY, as Trustee


                                    By /s/ Anita E. Dallago
                                       ----------------------------------------
                                        Name:  Anita E. Dallago
                                        Title: Senior Financial Services Officer


                                       63

<PAGE>

                                                                       EXHIBIT A

             FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2032

                           [FORM OF FACE OF SECURITY]
                           --------------------------

     THIS SECURITY HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR ANY  STATE  SECURITIES  LAWS OR ANY OTHER
APPLICABLE   SECURITIES  LAWS.   NEITHER  THIS  SECURITY  NOR  ANY  INTEREST  OR
PARTICIPATION  HEREIN MAY BE REOFFERED,  SOLD, ASSIGNED,  TRANSFERRED,  PLEDGED,
ENCUMBERED  OR  OTHERWISE  DISPOSED  OF IN THE ABSENCE OF SUCH  REGISTRATION  OR
UNLESS SUCH  TRANSACTION  IS EXEMPT  FROM,  OR NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT.  THE  HOLDER  OF  THIS  SECURITY  BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY,  (B) PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED  IN RULE 144A THAT  PURCHASES  FOR ITS OWN  ACCOUNT OR FOR THE
ACCOUNT  OF A  QUALIFIED  INSTITUTIONAL  BUYER TO WHOM  NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,  (C)  PURSUANT TO AN  EXEMPTION
FROM REGISTRATION TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE  SECURITIES ACT THAT IS ACQUIRING
THE  SECURITY  FOR  ITS  OWN  ACCOUNT,  OR FOR  THE  ACCOUNT  OF AN  "ACCREDITED
INVESTOR," FOR INVESTMENT  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION  WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D)
PURSUANT TO ANOTHER  AVAILABLE  EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION
OF  COUNSEL,  CERTIFICATION  AND/OR  OTHER  INFORMATION  SATISFACTORY  TO  IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE  HEREOF AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND
WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY
UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT.

     THE  HOLDER  OF  THIS  SECURITY  BY  ITS  ACCEPTANCE  HEREOF  ALSO  AGREES,
REPRESENTS  AND  WARRANTS  THAT  IT  IS  NOT  AN  EMPLOYEE  BENEFIT,  INDIVIDUAL
RETIREMENT  ACCOUNT  OR  OTHER  PLAN OR


                                     A-1-1

<PAGE>

ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974,  AS AMENDED  ("ERISA"),  OR SECTION 4975 OF THE  INTERNAL  REVENUE CODE OF
1986, AS AMENDED (THE "CODE"),  (EACH A "PLAN"),  OR AN ENTITY WHOSE  UNDERLYING
ASSETS  INCLUDE "PLAN  ASSETS" BY REASON OF ANY PLAN'S  INVESTMENT IN THE ENTITY
AND NO PERSON  INVESTING  "PLAN  ASSETS"  OF ANY PLAN MAY  ACQUIRE  OR HOLD THIS
SECURITY OR ANY INTEREST  THEREIN,  UNLESS SUCH  PURCHASER OR HOLDER IS ELIGIBLE
FOR THE EXEMPTIVE  RELIEF  AVAILABLE UNDER U.S.  DEPARTMENT OF LABOR  PROHIBITED
TRANSACTION  CLASS  EXEMPTION  96-23,  95-60,  91-38,  90-1 OR 84-14 OR  ANOTHER
APPLICABLE  EXEMPTION  OR ITS  PURCHASE  AND  HOLDING  OF THIS  SECURITY  IS NOT
PROHIBITED  BY SECTION 406 OF ERISA OR SECTION  4975 OF THE CODE WITH RESPECT TO
SUCH  PURCHASE  OR  HOLDING.  ANY  PURCHASER  OR HOLDER OF THIS  SECURITY OR ANY
INTEREST  THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION  3(3)  OF  ERISA,  OR A PLAN  TO  WHICH  SECTION  4975  OF THE  CODE  IS
APPLICABLE,  A TRUSTEE OR OTHER PERSON  ACTING ON BEHALF OF AN EMPLOYEE  BENEFIT
PLAN OR PLAN,  OR ANY OTHER  PERSON OR ENTITY  USING THE ASSETS OF ANY  EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH  PURCHASE,  OR (ii) SUCH  PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

     IN CONNECTION  WITH ANY TRANSFER,  THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE  INDENTURE  TO  CONFIRM  THAT  THE  TRANSFER  COMPLIES  WITH  THE  FOREGOING
RESTRICTIONS.

     THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
PRINCIPAL  AMOUNT OF NOT LESS THAN  $100,000  AND  MULTIPLES OF $1,000 IN EXCESS
THEREOF.  ANY ATTEMPTED  TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN  $100,000  SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER.  ANY SUCH PURPORTED  TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE,  INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

     THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR
ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION  (THE  "FDIC").  THIS  OBLIGATION IS  SUBORDINATED  TO THE CLAIMS OF
DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF


                                     A-1-2

<PAGE>

THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES AND IS NOT SECURED.


                                     A-1-3

<PAGE>

            Floating Rate Junior Subordinated Debt Security due 2032

                                       of

                               FLORIDA BANKS, INC.
                               -------------------

     Florida Banks,  Inc., a bank holding  company  incorporated in Florida (the
"Company"),  for value received promises to pay to Wilmington Trust Company, not
in its individual capacity but solely as Institutional Trustee for Florida Banks
Capital  Trust  II, a  Delaware  statutory  business  trust  (the  "Holder")  or
registered  assigns,  the principal sum of Four Million One Hundred  Twenty Four
Thousand  Dollars  ($4,124,000)  on April 22, 2032,  and to pay interest on said
principal sum from April 10, 2002, or from the most recent interest payment date
(each such date, an "Interest  Payment Date") to which interest has been paid or
duly  provided for,  semi-annually  (subject to deferral as set forth herein) in
arrears on April 22 and October 22 of each year commencing  October 22, 2002, at
a  variable  per annum rate equal to LIBOR (as  defined in the  Indenture)  plus
3.70% (the "Interest Rate") (provided, that the applicable Interest Rate may not
                             --------
exceed  11.00%  through  the  Interest  Payment  Date in April  2007)  until the
principal hereof shall have become due and payable, and on any overdue principal
and  (without  duplication  and to the extent that  payment of such  interest is
enforceable  under applicable law) on any overdue  installment of interest at an
annual rate equal to the Interest Rate in effect for each such Extension  Period
compounded semi-annually. The amount of interest payable on any Interest Payment
Date shall be computed on the basis of a 360-day  year and the actual  number of
days  elapsed in the  relevant  interest  period.  In the event that any date on
which the  principal  or  interest  is  payable on this Debt  Security  is not a
Business  Day,  then  payment  payable  on such  date  will be made on the  next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay),  except that, if such Business Day is in the next
succeeding  calendar  year,  such  payment  shall  be  made  on the  immediately
preceding  Business  Day, in each case with the same force and effect as if made
on such date. The interest  installment so payable,  and punctually paid or duly
provided for, on any Interest  Payment Date will, as provided in the  Indenture,
be  paid  to the  Person  in  whose  name  this  Debt  Security  (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close
of business on the regular  record date for such  interest  installment,  except
that  interest and any Deferred  Interest  payable on the Maturity Date shall be
paid to the Person to whom principal is paid. Any such interest  installment not
punctually  paid or duly provided for shall forthwith cease to be payable to the
registered  holders on such regular record date and may be paid to the Person in
whose name this Debt Security (or one or more  Predecessor  Debt  Securities) is
registered at the close of business on a special  record date to be fixed by the
Trustee for the payment of such  defaulted  interest,  notice  whereof  shall be
given to the  registered  holders of the Debt  Securities  not less than 10 days
prior to such special  record date, all as more fully provided in the Indenture.
The  principal  of and  interest on this Debt  Security  shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained  for that  purpose in any coin or  currency  of the United  States of
America  that at the time of payment is legal  tender for  payment of public and
private debts;  provided,  however,  that payment of interest may be made at the
                --------   -------
option of the Company by check mailed to the  registered  holder at such


                                     A-1-4

<PAGE>

address as shall appear in the Debt Security  Register or by wire transfer to an
account  appropriately  designated  by the holder  hereof.  Notwithstanding  the
foregoing,  so long as the  holder of this Debt  Security  is the  Institutional
Trustee, the payment of the principal of and interest on this Debt Security will
be made in immediately  available funds at such place and to such account as may
be designated by the Trustee.

     So long as no Event of Default has occurred and is continuing,  the Company
shall have the right, from time to time and without causing an Event of Default,
to defer  payments of interest on the Debt  Securities by extending the interest
payment  period on the Debt  Securities at any time and from time to time during
the term of the Debt Securities,  for up to 10 consecutive  semi-annual  periods
(each such extended  interest  payment period,  an "Extension  Period"),  during
which  Extension  Period  no  interest  shall  be due and  payable  (except  any
Additional  Interest that may be due and payable).  During any Extension Period,
interest  will continue to accrue on the Debt  Securities,  and interest on such
accrued  interest (such accrued interest and interest thereon referred to herein
as  "Deferred   Interest")  will  accrue,  at  the  Interest  Rate,   compounded
semi-annually  from the date such Deferred Interest would have been payable were
it not  for the  Extension  Period,  both to the  extent  permitted  by law.  No
Extension  Period may end on a date other than an Interest  Payment Date. At the
end of any such  Extension  Period the Company  shall pay all Deferred  Interest
then  accrued  and unpaid on the Debt  Securities;  provided,  however,  that no
                                                    --------   -------
Extension  Period may extend  beyond the Maturity  Date and  provided,  further,
                                                             --------   -------
however,  during any such Extension  Period,  the Company may not (i) declare or
-------
pay any dividends or distributions on, or redeem,  purchase,  acquire, or make a
liquidation  payment with respect to, any of the Company's capital stock or (ii)
make any payment of  principal  of or interest or premium,  if any, on or repay,
repurchase or redeem any debt  securities of the Company that rank pari passu in
all respects with or junior in interest to the Debt  Securities  (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Company (A) in connection  with any employment  contract,  benefit plan or other
similar arrangement with or for the benefit of one or more employees,  officers,
directors or  consultants,  (B) in connection  with a dividend  reinvestment  or
stockholder  stock  purchase  plan or (C) in  connection  with the  issuance  of
capital stock of the Company (or securities  convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the  applicable  Extension  Period,  (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary  of the Company) for any class or series of the  Company's
capital  stock or of any class or series of the Company's  indebtedness  for any
class or series of the Company's  capital stock,  (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange  provisions  of such capital stock or the security  being  converted or
exchanged,   (d)  any   declaration  of  a  dividend  in  connection   with  any
stockholder's  rights plan, or the issuance of rights,  stock or other  property
under any  stockholder's  rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend  stock or the stock  issuable  upon  exercise of
such  warrants,  options or other  rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock).  Prior
to the termination of any Extension Period,  the Company may further extend such
period,  provided,  that such period together with all such previous and further
         --------
consecutive


                                     A-1-5

<PAGE>

extensions  thereof  shall not exceed 10  consecutive  semi-annual  periods,  or
extend beyond the Maturity Date.  Upon the  termination of any Extension  Period
and upon the payment of all  Deferred  Interest,  the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred
Interest shall be due and payable during an Extension Period,  except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Deferred  Interest.  The Company
must give the Trustee notice of its election to begin such  Extension  Period at
least one Business Day prior to the earlier of (i) the next  succeeding  date on
which  interest on the Debt  Securities  would have been payable  except for the
election  to begin  such  Extension  Period  or (ii) the date such  interest  is
payable, but in any event not later than the related regular record date.

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

     The Company waives demand,  presentment for payment,  notice of nonpayment,
notice of protest, and all other notices.

     This Debt Security shall not be entitled to any benefit under the Indenture
hereinafter  referred  to and shall not be valid or  become  obligatory  for any
purpose until the certificate of authentication hereon shall have been signed by
or on behalf of the Trustee.

     The  provisions  of this Debt  Security  are  continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.


                                     A-1-6

<PAGE>

     IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                              FLORIDA BANKS, INC.


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

Dated:                   , 2002
       ------------------


                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the  Debt  Securities  referred  to in the  within-mentioned
Indenture.

                                              WILMINGTON TRUST COMPANY, not in
                                              its individual capacity but solely
                                              as the Trustee


                                              By:
                                                  ------------------------------
                                                        Authorized Officer

Dated:                   , 2002
       ------------------


                                     A-1-7

<PAGE>

                          [FORM OF REVERSE OF SECURITY]
                           ---------------------------

     This Debt Security is one of a duly authorized series of Debt Securities of
the  Company,  all  issued  or to  be  issued  pursuant  to  an  Indenture  (the
"Indenture"),  dated as of April 10, 2002,  duly executed and delivered  between
the Company and Wilmington Trust Company,  as Trustee (the "Trustee"),  to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description  of the  rights,  limitations  of  rights,  obligations,  duties and
immunities  thereunder  of the Trustee,  the Company and the holders of the Debt
Securities  (referred  to herein as the "Debt  Securities")  of which  this Debt
Security  is a part.  The summary of the terms of this Debt  Security  contained
herein does not purport to be complete  and is  qualified  by  reference  to the
Indenture.

     Upon the occurrence and continuation of a Tax Event, an Investment  Company
Event or a Capital  Treatment  Event,  this Debt  Security  may  become  due and
payable,  in whole but not in part,  at any time,  within 90 days  following the
occurrence  of such Tax Event,  Investment  Company  Event or Capital  Treatment
Event  (the  "Special  Redemption  Date"),  as the case may be,  at the  Special
Redemption  Price.  The  Company  shall also have the right to redeem  this Debt
Security at the option of the Company,  in whole or in part,  on any April 22 or
October 22 on or after April 22, 2007 (a "Redemption  Date"),  at the Redemption
Price.

     Any redemption pursuant to the preceding paragraph will be made, subject to
the receipt by the Company of prior  approval from the Board of Governors of the
Federal Reserve System (the "Federal Reserve") if then required under applicable
capital  guidelines  or policies of the Federal  Reserve,  upon not less than 30
days' nor more than 60 days' notice.  If the Debt  Securities are only partially
redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot
or by any other method utilized by the Trustee.

     "Redemption  Price"  means  100%  of  the  principal  amount  of  the  Debt
Securities  being  redeemed  plus  accrued  and  unpaid  interest  on such  Debt
Securities  to the  Redemption  Date or, in the case of a redemption  due to the
occurrence of a Special Event,  to the Special  Redemption  Date if such Special
Redemption Date is on or after April 22, 2007.

     "Special  Redemption  Price"  means (1) if the Special  Redemption  Date is
before April 22, 2007,  the greater of (a) 100% of the  principal  amount of the
Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b)
as  determined  by a  Quotation  Agent,  the sum of the  present  values  of the
principal  amount  payable as part of the  Redemption  Price  with  respect to a
redemption  as of April 22, 2007,  together  with the present  value of interest
payments  calculated  at a fixed per annum rate of interest  equal to 9.95% over
the Remaining Life of such Debt Securities, discounted to the Special Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b),
accrued and unpaid  interest on such Debt  Securities to the Special  Redemption
Date and (2) if the Special  Redemption  Date is on or after April 22, 2007, the
Redemption Price for such Special Redemption Date.


                                     A-1-8

<PAGE>

     "Comparable  Treasury  Issue" means with respect to any Special  Redemption
Date, the United States  Treasury  security  selected by the Quotation  Agent as
having a maturity  comparable to the Remaining  Life that would be utilized,  at
the time of selection and in accordance with customary  financial  practice,  in
pricing new issues of corporate  debt  securities of comparable  maturity to the
Remaining  Life. If no United States  Treasury  security has a maturity which is
within a period from three  months  before to three months after April 22, 2007,
the two most closely  corresponding  United States Treasury  securities shall be
used  as  the  Comparable  Treasury  Issue,  and  the  Treasury  Rate  shall  be
interpolated or extrapolated on a straight-line  basis,  rounding to the nearest
month using such securities.

     "Comparable  Treasury  Price"  means  (a) the  average  of  five  Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such  Reference  Treasury  Dealer  Quotations,  or (b) if the
Quotation  Agent  receives  fewer  than  five  such  Reference  Treasury  Dealer
Quotations, the average of all such Quotations.

     "Primary   Treasury  Dealer"  means  a  primary  United  States  Government
securities dealer in New York City.

     "Quotation  Agent" means  Salomon  Smith  Barney Inc.  and its  successors;
provided,  however,  that if the foregoing shall cease to be a Primary  Treasury
Dealer, the Company shall substitute therefor another Primary Treasury Dealer.

     "Reference  Treasury  Dealer"  means (i) the  Quotation  Agent and (ii) any
other Primary  Treasury Dealer selected by the Trustee after  consultation  with
the Company.

     "Reference   Treasury  Dealer  Quotations"  means,  with  respect  to  each
Reference  Treasury  Dealer and any Special  Redemption  Date,  the average,  as
determined  by the  Quotation  Agent,  of the  bid  and  asked  prices  for  the
Comparable  Treasury  Issue  (expressed  in  each  case as a  percentage  of its
principal  amount) quoted in writing to the Trustee by such  Reference  Treasury
Dealer at 5:00 p.m.,  New York City time,  on the third  Business Day  preceding
such Special Redemption Date.

     "Treasury Rate" means (i) the yield, under the heading which represents the
average for the week immediately prior to the date of calculation,  appearing in
the most recently  published  statistical  release  designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant  Maturities",  for the
maturity  corresponding  to the  Remaining  Life (if no maturity is within three
months  before  or  after  the  Remaining  Life,  yields  for the two  published
maturities most closely  corresponding to the Remaining Life shall be determined
and the Treasury Rate shall be interpolated or extrapolated  from such yields on
a  straight-line  basis,  rounding to the nearest month) or (ii) if such release
(or any  successor  release)  is not  published  during the week  preceding  the
calculation  date or does not contain such  yields,  the rate per annum equal to
the semi-annual  equivalent yield to maturity of the Comparable  Treasury Issue,
calculated using a price for the Comparable


                                     A-1-9

<PAGE>

Treasury Issue (expressed as a percentage of its principal  amount) equal to the
Comparable  Treasury Price for such Special  Redemption  Date. The Treasury Rate
shall be calculated on the third  Business Day preceding the Special  Redemption
Date.

     In the event of  redemption  of this Debt Security in part only, a new Debt
Security or Debt Securities for the unredeemed  portion hereof will be issued in
the name of the holder hereof upon the cancellation hereof.

     In case an Event of  Default,  as  defined  in the  Indenture,  shall  have
occurred and be continuing,  the principal of all of the Debt  Securities may be
declared due and payable, and upon such declaration of acceleration shall become
due and payable,  in the manner,  with the effect and subject to the  conditions
provided in the Indenture.

     The Indenture contains  provisions  permitting the Company and the Trustee,
with the  consent  of the  holders  of not less  than a  majority  in  aggregate
principal  amount  of the  Debt  Securities  at the  time  outstanding  affected
thereby, as specified in the Indenture,  to execute supplemental  indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the  provisions of the Indenture or of any  supplemental  indenture or of
modifying  in any  manner  the  rights of the  holders  of the Debt  Securities;
provided,  however,  that no such  supplemental  indenture  shall,  among  other
things,  without  the  consent  of  the  holders  of  each  Debt  Security  then
outstanding  and  affected  thereby  (i) extend the fixed  maturity  of the Debt
Securities,  or reduce the principal  amount thereof or any  redemption  premium
thereon,  or reduce the rate or extend the time of payment of interest  thereon,
or make the  principal  of, or any  interest or premium on, the Debt  Securities
payable in any coin or currency other than that provided in the Debt Securities,
or impair or affect the right of any holder of Debt Securities to institute suit
for the  payment  thereof,  or (ii)  reduce  the  aforesaid  percentage  of Debt
Securities,   the  holders  of  which  are  required  to  consent  to  any  such
supplemental  indenture.  The Indenture also contains provisions  permitting the
holders of a majority in aggregate  principal  amount of the Debt  Securities at
the time outstanding, on behalf of all of the holders of the Debt Securities, to
waive any past default in the  performance of any of the covenants  contained in
the Indenture,  or established pursuant to the Indenture,  and its consequences,
except a default in the  payment of the  principal  of or  premium,  if any,  or
interest  on any of the Debt  Securities.  Any such  consent  or  waiver  by the
registered  holder of this Debt  Security  (unless  revoked as  provided  in the
Indenture)  shall be conclusive and binding upon such holder and upon all future
holders  and owners of this Debt  Security  and of any Debt  Security  issued in
exchange  herefor or in place  hereof  (whether by  registration  of transfer or
otherwise),  irrespective  of whether  or not any  notation  of such  consent or
waiver is made upon this Debt Security.

     No reference herein to the Indenture and no provision of this Debt Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional,  to pay the principal of and premium, if any, and
interest on this Debt  Security at the time and place and at the rate and in the
money herein prescribed.

     As provided in the Indenture and subject to certain  limitations herein and
therein set forth,  this Debt Security is transferable by the registered  holder
hereof on the Debt


                                     A-1-10

<PAGE>

Security  Register of the  Company,  upon  surrender  of this Debt  Security for
registration  of transfer at the office or agency of the Trustee in  Wilmington,
Delaware  accompanied by a written instrument or instruments of transfer in form
satisfactory  to the Company or the  Trustee  duly  executed  by the  registered
holder  hereof  or such  holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new Debt  Securities of authorized  denominations  and for
the same aggregate principal amount will be issued to the designated  transferee
or  transferees.  No service  charge will be made for any such  registration  of
transfer,  but the Company may require  payment of a sum sufficient to cover any
tax or other governmental charge payable in relation thereto.

     Prior  to due  presentment  for  registration  of  transfer  of  this  Debt
Security,  the Company, the Trustee, any Authenticating Agent, any paying agent,
any  transfer  agent  and the Debt  Security  registrar  may deem and  treat the
registered  holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving  payment of or on account of the  principal
hereof and  interest  due hereon and for all other  purposes,  and  neither  the
Company nor the Trustee nor any  Authenticating  Agent nor any paying  agent nor
any  transfer  agent nor any Debt  Security  registrar  shall be affected by any
notice to the contrary.

     No  recourse  shall  be had  for the  payment  of the  principal  of or the
interest on this Debt Security,  or for any claim based hereon,  or otherwise in
respect  hereof,  or  based  on or in  respect  of the  Indenture,  against  any
incorporator,  stockholder,  officer or director,  past,  present or future,  as
such, of the Company or of any predecessor or successor corporation,  whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise,  all such liability being, by the acceptance
hereof  and as part of the  consideration  for the  issuance  hereof,  expressly
waived and released.

     The Debt  Securities  are issuable  only in  registered  certificated  form
without coupons. As provided in the Indenture and subject to certain limitations
herein and  therein  set forth,  Debt  Securities  are  exchangeable  for a like
aggregate  principal  amount  of  Debt  Securities  of  a  different  authorized
denomination, as requested by the holder surrendering the same.

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

     THE LAW OF THE STATE OF NEW YORK SHALL  GOVERN THE  INDENTURE  AND THE DEBT
SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.


                                     A-1-11